SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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given, either by personal delivery or by United States mail, postage prepaid,
to the Secretary. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation (i)
with respect to an election to be held at an annual meeting of the
stockholders, not less than 90 days nor more than 120 days prior to the first
anniversary of the date of the immediately preceding annual meeting; provided,
however, that in the event that the date of the annual meeting is more than 30
days earlier or more than 60 days later than such anniversary date, notice by
the stockholder to be timely must be so delivered or received not earlier than
the 120th day prior to such annual meeting and not later than the close of
business on the later of the 90th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such meeting
is first made and (ii) with respect to an election to be held at a special
meeting of the stockholders for the election of directors, not earlier than the
90th day prior to such special meeting and not later than the close of business
on the later of the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees to be elected at such meeting. Each such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated, or intended to be
nominated, by the Board; (e) the consent of each nominee to serve as a director
of the Corporation if so elected; and (f) if the stockholder intends to solicit
proxies in support of such stockholder's nominee(s), a representation to that
effect. The chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure or if the
stockholder solicits proxies in favor of such stockholder's nominee(s) without
having made the representation required by the immediately preceding sentence.
Only such persons who are nominated in accordance with the procedures set forth
in this Section 3 shall be eligible to serve as directors of the Corporation.
 
   Notwithstanding anything in the immediately preceding paragraph of this
Section 3 to the contrary, in the event that the number of directors to be
elected to the Board at an annual meeting of the stockholders is increased and
there is no public announcement naming all of the nominees for directors or
specifying the size of the increased Board made by the Corporation at least 90
days prior to the first anniversary of the date of the immediately preceding
annual meeting, a stockholder's notice required by this Section 3 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to or mailed to and received
by the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.
 
   SECTION 4. Quorum and Manner of Acting. Except as otherwise provided by law,
the Certificate or these By-laws, a majority of the Whole Board shall
constitute a quorum for the transaction of business at any meeting of the
Board, and, except as so provided, the vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board. The chairman of the meeting or a majority of the directors present may
adjourn the meeting to another time and place whether or not a quorum is
present. At any adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the meeting as originally
called.
 
   SECTION 5. Place of Meeting. Subject to Sections 6 and 7 of this Article
III, the Board may hold its meetings at such place or places within or without
the State of Delaware as the Board may from time to time determine or as shall
be specified or fixed in the respective notices or waivers of notice thereof.
 
   SECTION 6. Regular Meetings. No fewer than six regular meetings per year of
the Board shall be held at such times as the Board shall from time to time by
resolution determine, such meetings to be held
 
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