SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Certificate of Incorporation or any such resolution or resolutions), the
affirmative vote of the holders of 80% or more of the combined voting power of
the then outstanding shares of the outstanding shares of all classes and series
of capital stock of the Corporation entitled generally to vote in the election
of directors of the corporation ("Voting Stock"), voting together as a single
class, shall be required for stockholders to adopt, amend, alter or repeal any
provision of the By-laws of the Corporation.
 
                                  ARTICLE VIII
 
   In addition to any requirements of law and any other provisions 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 Certificate of Incorporation or any such
resolution or resolutions), the affirmative vote of the holders of 80% or more
of the combined voting power of the then outstanding shares of Voting Stock,
voting together as a single class, shall be required to amend, alter or repeal,
or adopt any provision inconsistent with, this Article VIII or Article VII, or
Section 5 of Article IV, of this Restated Certificate of Incorporation. Subject
to the foregoing provisions of this Article VIII, the Corporation reserves the
right to amend, alter or repeal any provision contained in this Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are subject to this
reservation.
 
                                   ARTICLE IX
 
   SECTION 1. To the fullest extent that the General Corporation Law of the
State of Delaware or any other law of the State of Delaware as it exists or as
it may hereafter be amended permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. No amendment to or repeal of this Article IX shall apply to
or have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
 
   SECTION 2. In addition to any requirements of law and any other provisions
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 Certificate of Incorporation
or any such resolution or resolutions), the affirmative vote of the holders of
80% or more of the combined voting power of the then outstanding shares of
Voting Stock, voting together as a single class, shall be required to amend,
alter or repeal, or adopt any provision inconsistent with, this Article IX.
 
   [The provisions of the certificates of designations filed with respect to
Time Warner's Series E Convertible Preferred Stock, Series F Convertible
Preferred Stock, Series I Convertible Preferred Stock, Series J Convertible
Preferred Stock, Series LMC Common Stock and Series LMCN-V Common Stock will be
incorporated into AOL Time Warner Inc.'s Restated Certificate of Incorporation
mutatis mutandis. It being understood that the conversion ratio with respect to
each such series of Convertible Preferred Stock shall be appropriately adjusted
prior to the Effective Time of the Mergers by multiplying the number of shares
issuable upon conversion of each share of each such series of Convertible
Preferred Stock by the Exchange Ratio.]
 
 
                                      G-5