SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  Corporation or, with respect to any criminal proceeding, that the
  Indemnitee had reasonable cause to believe that such conduct was unlawful.
         
     (d) Remedies of Indemnitee. (i) In the event that a determination is made
  pursuant to Section 4(b) of this Article VI that the Indemnitee is not
  entitled to indemnification under this Article VI, (A) the Indemnitee shall be
  entitled to seek an adjudication of entitlement to such indemnification
  either, at the Indemnitee's sole option, in (x) an appropriate court of the
  State of Delaware or any other court of competent jurisdiction or (y) an
  arbitration to be conducted by a single arbitrator pursuant to the rules of
  the American Arbitration Association; (B) any such judicial proceeding or
  arbitration shall be de novo and the Indemnitee shall not be prejudiced by
  reason of such adverse determination; and (C) if a Change in Control shall
  have occurred, in any such judicial proceeding or arbitration, the Corporation
  shall have the burden of proving that the Indemnitee is not entitled to
  indemnification under this Article VI (with respect to actions or omissions
  occurring prior to such Change in Control).     
     
     (ii) If a determination shall have been made or deemed to have been
  made, pursuant to Section 4(b) or (c) of this Article VI, that the
  Indemnitee is entitled to indemnification, the Corporation shall be
  obligated to pay the amounts constituting such indemnification within five
  days after such determination has been made or deemed to have been made and
  shall be conclusively bound by such determination unless (A) the Indemnitee
  misrepresented or failed to disclose a material fact in making the request
  for indemnification or in the Supporting Documentation or (B) such
  indemnification is prohibited by law. In the event that (X) advancement of
  expenses is not timely made pursuant to Section 4(a) of this Article VI or
  (Y) payment of indemnification is not made within five days after a
  determination of entitlement to indemnification has been made or deemed to
  have been made pursuant to Section 4(b) or (c) of this Article VI, the
  Indemnitee shall be entitled to seek judicial enforcement of the
  Corporation's obligation to pay to the Indemnitee such advancement of
  expenses or indemnification. Notwithstanding the foregoing, the Corporation
  may bring an action, in an appropriate court in the State of Delaware or
  any other court of competent jurisdiction, contesting the right of the
  Indemnitee to receive indemnification hereunder due to the occurrence of an
  event described in sub-clause (A) or (B) of this clause (ii) (a
  "Disqualifying Event"); provided, however, that in any such action the
  Corporation shall have the burden of proving the occurrence of such
  Disqualifying Event.     
     
     (iii) The Corporation shall be precluded from asserting in any judicial
  proceeding or arbitration commenced pursuant to this Section 4(d) that the
  procedures and presumptions of this Article VI are not valid, binding and
  enforceable and shall stipulate in any such court or before any such
  arbitrator that the Corporation is bound by all the provisions of this
  Article VI.     
     
     (iv) In the event that the Indemnitee, pursuant to this Section 4(d),
  seeks a judicial adjudication of or an award in arbitration to enforce
  rights under, or to recover damages for breach of, this Article VI, the
  Indemnitee shall be entitled to recover from the Corporation, and shall be
  indemnified by the Corporation against, any expenses actually and
  reasonably incurred by the Indemnitee if the Indemnitee prevails in such
  judicial adjudication or arbitration. If it shall be determined in such
  judicial adjudication or arbitration that the Indemnitee is entitled to
  receive part but not all of the indemnification or advancement of expenses
  sought, the expenses incurred by the Indemnitee in connection with such
  judicial adjudication or arbitration shall be prorated accordingly.     
        
     (e) Definitions. For purposes of this Section 4:     
       
       (i) "Authorized Officer" means any one of the Chief Executive
    Officer, any Chief Operating Officer, the Chief Financial Officer, any
    Vice President or the Secretary of the Corporation.     
       
       (ii) "Change in Control" means the occurrence of any of the
    following (w) any merger or consolidation of the Corporation in which
    the Corporation is not the continuing or surviving corporation or
    pursuant to which shares of the Corporation's Common Stock would be
    converted into cash, securities or other property, other than a merger
    of the Corporation in which the holders of the Corporation's Common
    Stock immediately prior to the merger have the same proportionate
    ownership     
 
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