SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   2.7 Effect on Time Warner Capital Stock. As of the Effective Time, by virtue
of the Time Warner Merger and without any action on the part of the holder of
any shares of Time Warner Capital Stock (as defined in Section 2.7(c)) or any
shares of capital stock of Time Warner Merger Sub:
 
   (a) Capital Stock of Time Warner Merger Sub. Each issued and outstanding
share of common stock, par value $0.01 per share, of Time Warner Merger Sub
shall be converted into one fully paid and nonassessable share of common stock,
par value $.01 per share, of the surviving corporation in the Time Warner
Merger.
 
   (b) Cancellation of Treasury Stock. Each share of Time Warner Capital Stock
issued and owned or held by Time Warner at the Effective Time shall, by virtue
of the Time Warner Merger, cease to be outstanding and shall be canceled and
retired, and no consideration shall be delivered in exchange therefor.
 
   (c) Conversion of Time Warner Capital Stock. Subject to Section 3.5, each
issued and outstanding share of Time Warner Capital Stock (other than shares to
be canceled in accordance with Section 2.7(b) and other than shares subject to
Section 2.10) shall be converted into the right to receive fully paid and
nonassessable shares of Holdco Capital Stock (as defined below) in accordance
with the following table:
 
   Each Share of the Specified       Number and Class or Series of Shares of
 Class or Series of Time Warner     Holdco Capital Stock Into Which Converted
          Capital Stock
 
 
Time Warner Common Stock.........  1.5 shares (as the same may be adjusted
                                   according to Section 2.9, the "Exchange
                                   Ratio") of Holdco Common Stock
 
Time Warner Series LMCN-V Common
 Stock, par value $0.01 per
 share ("Time Warner Series        1.5 shares of Series LMCN-V Common Stock,
 LMCN-V Common Stock")...........  par value $0.01 per share, of Holdco
                                   ("Holdco Series LMCN-V Common Stock");
                                   provided that the "Formula Number" (as
                                   defined in the Certificate of Designations
                                   for the Time Warner Series LMCN-V Common
                                   Stock (the "Series LMCN-V Certificate")) in
                                   effect immediately prior to the Effective
                                   Time shall be the Formula Number for the
                                   Holdco Series LMCN-V Common Stock issued
                                   pursuant to the Mergers and no adjustment
                                   to the Formula Number or conversion rights
                                   of such stock shall be made pursuant to the
                                   terms of the Series LMCN-V Certificate,
                                   including Section 3.6 thereof
 
Time Warner Series LMC Common
 Stock, par value $0.01 per
 share ("Time Warner Series LMC    1.5 shares of Series LMC Common Stock, par
 Common Stock")..................  value $0.01 per share, of Holdco ("Holdco
                                   Series LMC Common Stock"); provided that
                                   the "Formula Number" (as defined in the
                                   Certificate of Designations for the Time
                                   Warner Series LMC Common Stock (the "Series
                                   LMC Certificate")) in effect immediately
                                   prior to the Effective Time shall be the
                                   Formula Number for the Holdco Series LMC
                                   Common Stock issued pursuant to the Mergers
                                   and no adjustment to the Formula Number or
                                   conversion rights of such stock shall be
                                   made pursuant to the terms of the Series
                                   LMC Certificate, including Section 3.6
                                   thereof
 
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