SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   SECTION 4. (a) Each holder of Common Stock, as such, shall be entitled to
one vote for each share of Common Stock held of record by such holder on all
matters on which stockholders generally are entitled to vote; provided,
however, that, except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Restated
Certificate of Incorporation (including any Certificate of Designation relating
to any series of Preferred Stock or Series Common Stock) that relates solely to
the terms of one or more outstanding series of Preferred Stock or Series Common
Stock if the holders of such affected series are entitled, either separately or
together with the holders of one or more other such series, to vote thereon
pursuant to this Restated Certificate of Incorporation (including any
Certificate of Designation relating to any series of Preferred Stock or Series
Common Stock) or pursuant to the General Corporation Law of the State of
Delaware.
 
   (b) Except as otherwise required by law, holders of a series of Preferred
Stock or Series Common Stock, as such, shall be entitled only to such voting
rights, if any, as shall expressly be granted thereto by this Restated
Certificate of Incorporation (including any Certificate of Designation relating
to such series).
 
   (c) Subject to applicable law and the rights, if any, of the holders of any
outstanding series of Preferred Stock or Series Common Stock or any class or
series of stock having a preference over or the right to participate with the
Common Stock with respect to the payment of dividends, dividends may be
declared and paid on the Common Stock at such times and in such amounts as the
Board of Directors in its discretion shall determine.
 
   (d) Upon the dissolution, liquidation or winding up of the Corporation,
subject to the rights, if any, of the holders of any outstanding series of
Preferred Stock or Series Common Stock or any class or series of stock having a
preference over or the right to participate with the Common Stock with respect
to the distribution of assets of the Corporation upon such dissolution,
liquidation or winding up of the Corporation, the holders of the Common Stock,
as such, shall be entitled to receive the assets of the Corporation available
for distribution to its stockholders ratably in proportion to the number of
shares held by them.
 
   SECTION 5. Notwithstanding any other provision of this Restated Certificate
of Incorporation to the contrary, but subject to the provisions of any
resolution or resolutions of the Board of Directors adopted pursuant to this
Article IV creating (i) any series of Preferred Stock, (ii) any series of any
other class or series of stock having a preference over the Common Stock as to
dividends or upon dissolution, liquidation or winding up or (iii) any series of
Series Common Stock, outstanding shares of Common Stock, Series Common Stock,
Preferred Stock or any other class or series of stock of the Corporation shall
always be subject to redemption by the Corporation, by action of the Board of
Directors, if in the judgment of the Board of Directors such action should be
taken, pursuant to Section 151(b) of the General Corporation Law of the State
of Delaware (or by any other applicable provision of law), to the extent
necessary to prevent the loss or secure the reinstatement of any license or
franchise from any governmental agency held by the Corporation or any
Subsidiary to conduct any portion of the business of the Corporation or such
Subsidiary, which license or franchise is conditioned upon some or all of the
holders of the Corporation's stock of any class or series possessing prescribed
qualifications. The terms and conditions of such redemption shall be as
follows:
 
     (a) the redemption price of the shares to be redeemed pursuant to this
  Section 5 shall be equal to the Fair Market Value of such shares;
 
     (b) the redemption price of such shares may be paid in cash, Redemption
  Securities or any combination thereof;
 
     (c) if less than all the shares held by Disqualified Holders are to be
  redeemed, the shares to be redeemed shall be selected in such manner as
  shall be determined by the Board of Directors, which may include selection
  first of the most recently purchased shares thereof, selection by lot or
  selection in any other manner determined by the Board of Directors;
 
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