SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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securities exchange upon which the outstanding Common Stock is listed at the
time of such delivery.

          3.10  The Corporation shall pay any and all issue or other taxes that
may be payable in respect of any issue or delivery of shares of Common Stock on
conversion of shares of this Series pursuant hereto.  The Corporation shall not,
however, be required to pay any tax that is payable in respect of any transfer
involved in the issue or delivery of Common Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting such issue has
paid to the Corporation the amount of such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.

          3.11  In case (i) of a consolidation or merger to which the
Corporation is a party and in which the Common Stock is to be exchanged for
securities or other property or of the sale or conveyance to another person or
entity or group of persons or entities acting in concert as a partnership,
limited partnership, syndicate or other group (within the meaning of Rule 13d-3
under the Exchange Act) of all or substantially all of the property and assets
of the Corporation, (ii) of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation or (iii) of any Pro Rata Repurchase
or other action triggering an adjustment to the Conversion Rate pursuant to this
Section 3; then, in each case, the Corporation shall cause to be filed with the
transfer agent or agents for the Series J Stock, and shall cause to be mailed,
first-class postage prepaid, to the holders of record of the outstanding shares
of Series J Stock, at least fifteen (15) days prior to the applicable record
date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Common Stock Conversion Rate pursuant to this
Section 3, or, if a record is not to be taken, the date as of which the holders
of record of Common Stock entitled to such distribution, rights or warrants are
to be determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation, winding up or Pro Rata
Repurchase triggering an adjustment to the Conversion Rate pursuant to this
Section 3 is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation, winding up or Pro Rata Repurchase.  Failure to give such notice or
any defect