SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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          2.3  In the event that the holders of Common Stock are entitled to
make any election with respect to the kind or amount of securities or other
property receivable by them in any distribution that is subject to Section 2.2,
the kind and amount of securities or other property that shall be distributable
to the holders of shares of this Series shall be based on (i) the election, if
any, made by the holder of record (as of the date used for determining the
holders of Common Stock entitled to make such election) of the largest number of
shares of this Series in writing to the Corporation on or prior to the last date
on which a holder of Common Stock may make such an election or (ii) if no such
election is timely made, an assumption that such holder failed to exercise any
such rights (provided that if the kind or amount of securities or other property
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is not the same for each nonelecting holder, then the kind and amount of
securities or other property receivable by holders of shares of this Series
shall be based on the kind or amount of securities or other property receivable
by a plurality of the shares held by the nonelecting holders of Common Stock).
Concurrently with the mailing to holders of Common Stock of any document
pursuant to which such holders may make an election of the type referred to in
this Section 2.3, the Corporation shall mail a copy thereof to the holders of
record of shares of this Series as of the date used for determining the holders
of record of Common Stock entitled to such mailing, which document shall be used
by the holders of record of shares of this Series to make such an election.

          2.4  The Formula Number shall be adjusted from time to time as follows
for events occurring after the effective time of the transactions contemplated
by the Merger Agreement, whether or not any shares of this Series have been
issued by the Corporation:

               (a)  In case the Corporation shall (i) pay a dividend in shares
     of its Common Stock, (ii) combine its outstanding shares of Common Stock
     into a smaller number of shares, (iii) subdivide its outstanding shares of
     Common Stock or (iv) reclassify (other than by way of a merger or
     consolidation that is subject to Section 3.6) its shares of Common Stock,
     then the Formula Number in effect immediately before such event shall be
     appropriately adjusted so that immediately following such event the holders
     of shares of this Series shall be entitled to receive upon conversion
     thereof the kind and amount of shares of Capital Stock of the Corporation
     that they would have owned or been entitled to receive upon or by reason of
     such event if such shares of this Series had been converted