SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                                    ANNEX I
 
                        DELAWARE GENERAL CORPORATION LAW
 
Section 262. Appraisal Rights.
 
   (a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to ((S)) 228
of this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and
the words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one (1) or more shares, or fractions
thereof, solely of stock of a corporation, which stock is deposited with the
depository.
 
   (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to ((S)) 251 (other than a merger effected pursuant to ((S))
251(g) of this title), ((S)) 252, ((S)) 254, ((S)) 257, ((S)) 258, ((S)) 263 or
((S)) 264 of this title:
 
     (1) Provided, however, that no appraisal rights under this section shall
  be available for the shares of any class or series of stock, which stock,
  or depository receipts in respect thereof, at the record date fixed to
  determine the stockholders entitled to receive notice of and to vote at the
  meeting of stockholders to act upon the agreement of merger or
  consolidation, were either (i) listed on a national securities exchange or
  designated as a national market system security on an interdealer quotation
  system by the National Association of Securities Dealers, Inc. or (ii) held
  of record by more than 2,000 holders; and further provided that no
  appraisal rights shall be available for any shares of stock of the
  constituent corporation surviving a merger if the merger did not require
  for its approval the vote of the stockholders of the surviving corporation
  as provided in subsection (f) of ((S)) 251 of this title.
 
     (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
  under this section shall be available for the shares of any class or series
  of stock of a constituent corporation if the holders thereof are required
  by the terms of an agreement of merger or consolidation pursuant to
  ((S))((S)) 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
  such stock anything except:
 
       a. Shares of stock of the corporation surviving or resulting from
    such merger or consolidation, or depository receipts in respect
    thereof;
 
       b. Shares of stock of any other corporation, or depository receipts
    in respect thereof, which shares of stock (or depository receipts in
    respect thereof) or depository receipts at the effective date of the
    merger or consolidation will be either listed on a national securities
    exchange or designated as a national market system security on an
    interdealer quotation system by the National Association of Securities
    Dealers, Inc. or held of record by more than 2,000 holders;
 
       c. Cash in lieu of fractional shares or fractional depository
    receipts described in the foregoing subparagraphs a. and b. of this
    paragraph; or
 
       d. Any combination of the shares of stock, depository receipts and
    cash in lieu of fractional shares or fractional depository receipts
    described in the foregoing subparagraphs a, b and c of this paragraph.
 
     (3) In the event all of the stock of a subsidiary Delaware corporation
  party to a merger effected under ((S)) 253 of this title is not owned by
  the parent corporation immediately prior to the merger, appraisal rights
  shall be available for the shares of the subsidiary Delaware corporation.
 
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