SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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shares)).  The Corporation shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective provision
shall be made so as to give effect to the provisions set forth in this Section
3.7.  The provisions of this Section 3.7 shall apply similarly to successive
consolidations, mergers, sales or conveyances.

          3.8  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the shares of this Series, such number of
its duly authorized shares of Common Stock (or, if applicable, any other shares
of capital stock of the Corporation) as shall from time to time be sufficient to
effect the conversion of all outstanding shares of this Series into such Common
Stock (or such other shares of capital stock) at any time (assuming that, at the
time of the computation of such number of shares, all such Common Stock (or such
other shares of capital stock) would be held by a single holder); provided,
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however, that nothing contained herein shall preclude the Corporation from
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satisfying its obligations in respect of the conversion of the shares by
delivery of purchased shares of Common Stock (or such other shares of capital
stock) that are held in the treasury of the Corporation. The Corporation shall
from time to time, in accordance with the laws of the State of Delaware, use its
best efforts to cause the authorized amount of Common Stock (or such other
shares of capital stock) to be increased if the aggregate of the authorized
amount of the Common Stock (or such other shares of capital stock) remaining
unissued and the issued shares of such Common Stock (or such other shares of
capital stock) in its treasury (other than any shares of such Common Stock (or
such other shares capital stock) reserved for issuance in any other connection)
shall not be sufficient to permit the conversion of the shares of this Series
into the Common Stock (or such other shares of capital stock).

          3.9  If any shares of Common Stock that would be issuable upon
conversion of shares of this Series hereunder require registration with or
approval of any governmental authority before such shares may be issued upon
conversion, the Corporation will in good faith and as expeditiously as possible
cause such shares to be duly registered or approved, as the case may be. The
Corporation will endeavor to list the shares of (or depositary shares
representing fractional interests in) Common Stock required to be delivered upon
conversion of shares of this Series prior to such delivery upon the principal
national