SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              25

conversion of shares so surrendered for conversion (and instructions for the
completion and delivery of such form, including instructions with respect to
payments that may be required to accompany such delivery shall be in accordance
with Section 3.5) and (z) state that such form must be properly completed and
received by the Corporation no later than the close of business on a date that
shall be fifteen (15) Trading Days following the date of the mailing of such
notice of rescission.

          5.  Voting.  The shares of this Series shall have no voting rights
              -------                                                        
except as required by law or as set forth below.

          5.1  Each share of this Series shall be entitled to vote together with
holders of the shares of Common Stock (and any other class or series that may
similarly be entitled to vote with the shares of Common Stock) as a single class
upon all matters upon which holders of Common Stock are entitled to vote. In any
such vote, the holders of this Series shall be entitled to six (6) votes per
$100 in Liquidation Value of Series J Stock, subject to adjustment at the same
time and in the same manner as each adjustment of the Conversion Rate pursuant
to Section 3.6, so that the holders of this Series shall be entitled following
such adjustment to the number of votes equal to the number of votes such holders
were entitled to under this Section 5.1 immediately prior to such adjustment
multiplied by a fraction (x) the numerator of which is the Conversion Rate as
adjusted pursuant to Section 3.6 and (y) the denominator of which is the
Conversion Rate immediately prior to such adjustment.

          5.2  (a) So long as any shares of this Series remain outstanding,
unless a greater percentage shall then be required by law, the Corporation shall
not, without the affirmative vote at a meeting or the written consent with or
without a meeting of the holders of shares of this Series representing at least
66-2/3% of the aggregate voting power of shares of this Series then outstanding
(i) authorize any Senior Stock or reclassify any Junior Stock or Parity Stock as
Senior Stock or (ii) amend, alter or repeal any of the provisions of the
Certificate or the Certificate of Incorporation, so as in any such case to
materially and adversely affect the preferences, special rights, powers or
privileges of the shares of this Series; provided, however, that no amendment
                                         --------  -------
that effects a split of this Series or that effects a combination of the shares
of this Series into a fewer number of Shares shall be deemed to have any such
material adverse effect.