SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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therein shall not affect the legality or validity of the proceedings described
in clause (i), (ii) or (iii) of this Section 3.11.

          4.  Redemption or Exchange.
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          4.1  Redemption or Exchange at the Option of the Corporation.
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(a)  The Corporation may, at its sole option, subject to Section 2.2, from time
to time on and after May 2, 2000, redeem, out of funds legally available
therefor, or, as provided below, exchange shares of Common Stock for, all or any
part of the outstanding shares of this Series.  The redemption or exchange price
for each share of this Series called for redemption or exchange pursuant to
clause (i) of the next sentence of this Section 4.1(a) shall be the Liquidation
Value together in each case with an amount equal to the accrued and unpaid
dividends to the date fixed for redemption or exchange (hereinafter collectively
referred to as the "Redemption Price").  On the date fixed for redemption or
exchange, the Corporation shall, at its option, effect either

               (i)(A) a redemption of the shares of this Series to be redeemed
     by way of payment, out of funds legally available therefor, of cash equal
     to the aggregate Redemption Price for the shares of this Series then being
     redeemed, (B) an exchange of the shares of this Series being exchanged for
     shares of Common Stock the aggregate Current Market Price of which shall be
     equal to the aggregate Redemption Price of the shares of this Series then
     being exchanged (provided that the Corporation shall be entitled to deliver
     cash in lieu of any fractional share of Common Stock (determined in a
     manner consistent with Section 3.3)) or (C) any combination thereof with
     respect to each share of this Series called for redemption or exchange;
     provided, however, that the Corporation may not redeem or exchange any
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     shares of this Series pursuant to this clause (i) unless the Closing Price
     of the Common Stock shall have equalled or exceeded 125% of the applicable
     Conversion Price (as determined in accordance with Section 3) for at least
     twenty (20) Trading Days within thirty (30) consecutive Trading Days ending
     within fifteen (15) Trading Days prior to the date notice of redemption is
     given; or

               (ii) an exchange of the shares of this Series being exchanged for
     shares of Common Stock at a rate of exchange per $100 in Liquidation Value
     of Series J Stock equal to the Conversion Rate (provided that the
     Corporation shall be entitled to deliver cash in lieu