SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                                   ARTICLE V
 
   SECTION 1. Except as otherwise fixed by or pursuant to the provisions of
Article IV of this Restated Certificate of Incorporation relating to the rights
of the holders of any series of Preferred Stock or Series Common Stock or any
class or series of stock having a preference over the Common Stock as to
dividends or upon dissolution, liquidation or winding up, the number of the
directors of the Corporation shall be fixed from time to time by or pursuant to
the By-laws of the Corporation. The directors, other than those who may be
elected by the holders of any series of Preferred Stock or Series Common Stock
or any class or series of stock having a preference over the Common Stock as to
dividends or upon dissolution, liquidation or winding up pursuant to the terms
of this Restated Certificate of Incorporation or any resolution or resolutions
providing for the issue of such class or series of stock adopted by the Board
of Directors, shall be elected by the stockholders entitled to vote thereon at
each annual meeting of stockholders and shall hold office until the next annual
meeting of stockholders and until each of their successors shall have been
elected and qualified. The election of directors need not be by written ballot.
No decrease in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.
 
   SECTION 2. Advance notice of nominations for the election of directors shall
be given in the manner and to the extent provided in the By-laws of the
Corporation.
 
   SECTION 3. Except as otherwise provided for or fixed by or pursuant to the
provisions of Article IV of this Restated Certificate of Incorporation relating
to the rights of the holders of any series of Preferred Stock or Series Common
Stock or any class or series of stock having a preference over the Common Stock
as to dividends or upon dissolution, liquidation or winding up, newly created
directorships resulting from any increase in the number of directors may be
filled by the Board of Directors, or as otherwise provided in the By-laws of
the Corporation, and any vacancies on the Board of Directors resulting from
death, resignation, removal or other cause shall only be filled by the Board of
Directors, and not by the stockholders, by the affirmative vote of a majority
of the remaining directors then in office, even though less than a quorum of
the Board of Directors, or by a sole remaining director, or as otherwise
provided in the By-laws of the Corporation. Any director elected in accordance
with the preceding sentence of this Section 3 shall hold office until the next
annual meeting of stockholders and until such director's successor shall have
been elected and qualified.
 
                                   ARTICLE VI
 
   Subject to the rights of the holders of any series of Preferred Stock or
Series Common Stock or any class or series of stock having a preference over
the Common Stock as to dividends or upon dissolution, liquidation or winding
up, any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders. Except as otherwise required by law and subject
to the rights of the holders of any series of Preferred Stock or Series Common
Stock or any class or series of stock having a preference over the Common Stock
as to dividends or upon dissolution, liquidation or win, special meetings of
stockholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors or as otherwise provided in the By-laws of the Corporation.
 
                                  ARTICLE VII
 
   In furtherance and not in limitation of the powers conferred upon it by law,
the Board of Directors is expressly authorized to adopt, repeal, alter or amend
the By-laws of the Corporation by the vote of a majority of the entire Board of
Directors or such greater vote as shall be specified in the By-laws of the
Corporation. In addition to any requirements of law and any other provision of
this Restated Certificate of Incorporation or any resolution or resolutions of
the Board of Directors adopted pursuant to Article IV of this Restated
Certificate of Incorporation (and notwithstanding the fact that a lesser
percentage may be specified by law, this Restated
 
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