SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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    of common stock of the surviving corporation immediately after the
    merger, (x) any sale, lease, exchange or other transfer (in one
    transaction or a series of related transactions) of all, or
    substantially all, the assets of the Corporation, or the liquidation or
    dissolution of the Corporation or (y) individuals who would constitute
    a majority of the members of the Board elected at any meeting of
    stockholders or by written consent (without regard to any members of
    the Board elected pursuant to the terms of any series of Preferred
    Stock) shall be elected to the Board and the election or the nomination
    for election by the stockholders of such directors was not approved by
    a vote of at least two-thirds of the directors in office immediately
    prior to such election.
 
       (iii) "Disinterested Director" means a director of the Corporation
    who is not or was not a party to the Proceeding in respect of which
    indemnification is sought by the Indemnitee.
 
       (iv) "Independent Counsel" means a law firm or a member of a law
    firm that neither presently is, nor in the past five years has been,
    retained to represent: (x) the Corporation or the Indemnitee in any
    matter material to either such party or (y) any other party to the
    Proceeding giving rise to a claim for indemnification under this
    Article VI. Notwithstanding the foregoing, the term "Independent
    Counsel" shall not include any person who, under the applicable
    standards of professional conduct then prevailing under the law of the
    State of Delaware, would have a conflict of interest in representing
    either the Corporation or the Indemnitee in an action to determine the
    Indemnitee's rights under this Article VI.
 
   SECTION 5. Severability. If any provision or provisions of this Article VI
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article VI (including, without limitation, all portions of
any paragraph of this Article VI containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article VI (including,
without limitation, all portions of any paragraph of this Article VI containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or enforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.
 
   SECTION 6. Indemnification of Employees Serving as Directors. The
Corporation, to the fullest extent of the provisions of this Article VI with
respect to the indemnification of directors and officers of the Corporation,
shall indemnify any person who is or was an employee of the Corporation and who
is or was involved in any manner (including, without limitation, as a party or
a witness) or is threatened to be made so involved in any threatened, pending
or completed Proceeding by reason of the fact that such employee is or was
serving (a) as a director of a corporation in which the Corporation had at the
time of such service, directly or indirectly, a 50% or greater equity interest
(a "Subsidiary Director") and (b) at the written request of an Authorized
Officer, as a director of another corporation in which the Corporation had at
the time of such service, directly or indirectly, a less than 50% equity
interest (or no equity interest at all) or in a capacity equivalent to that of
a director for any partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) in which the
Corporation has an interest (a "Requested Employee"), against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Subsidiary Director or Requested
Employee in connection with such Proceeding. The Corporation may also advance
expenses incurred by any such Subsidiary Director or Requested Employee in
connection with any such Proceeding, consistent with the provisions of this
Article VI with respect to the advancement of expenses of directors and
officers of the Corporation.
 
   SECTION 7. Indemnification of Employees and Agents. Notwithstanding any
other provision or provisions of this Article VI, the Corporation, to the
fullest extent of the provisions of this Article VI with respect to the
indemnification of directors and officers of the Corporation, may indemnify any
person other than a director or officer of the Corporation, a Subsidiary
Director or a Requested Employee, who is or was an employee or agent of the
Corporation and who is or was involved in any manner (including, without
limitation,
 
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