SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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          (b) No consent of holders of shares of this Series shall be required
for (i) the creation of any indebtedness of any kind of the Corporation, (ii)
the authorization or issuance of any class of Junior Stock or Parity Stock,
(iii) the authorization, designation or issuance of additional shares of Series
J Stock or (iv) subject to Section 5.2(a), the authorization or issuance of any
other shares of Preferred Stock.

          5.3  (a) If and whenever at any time or times dividends payable on
shares of this Series shall have been in arrears and unpaid in an aggregate
amount equal to or exceeding the amount of dividends payable thereon for six
quarterly dividend periods, then the number of directors constituting the Board
of Directors shall be increased by two and the holders of shares of this Series,
together with the holders of any shares of any Parity Stock as to which in each
case dividends are in arrears and unpaid in an aggregate amount equal to or
exceeding the amount of dividends payable thereon for six quarterly dividend
periods, shall have the exclusive right, voting separately as a class with such
other series, to elect two directors of the Corporation.

          (b) Such voting right may be exercised initially either by written
consent or at a special meeting of the holders of the Preferred Stock having
such voting right, called as hereinafter provided, or at any annual meeting of
stockholders held for the purpose of electing directors, and thereafter at each
such annual meeting until such time as all dividends accumulated on the shares
of this Series shall have been paid in full and all dividends payable on the
shares of this Series on four subsequent consecutive Dividend Payment Dates
shall have been paid in full on such dates or funds shall have been set aside
for the payment thereof, at which time such voting right and the term of the
directors elected pursuant to Section 5.3(a) shall terminate.

          (c) At any time when such voting right shall have vested in holders of
shares of such series of Preferred Stock described in Section 5.3(a), and if
such right shall not already have been exercised by written consent, a proper
officer of the Corporation may call, and, upon the written request, addressed to
the Secretary of the Corporation, of the record holders of shares representing
twenty-five percent (25%) of the voting power of the shares then outstanding of
such Preferred Stock having such voting right, shall call, a special meeting of
the holders of such Preferred Stock having such voting right.  Such meeting
shall be held at the earliest practicable date upon the