SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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     holders of Common Stock for United States Federal income tax purposes, so
     long as such additional adjustments pursuant to this Section 2.4(b) do not
     decrease the Formula Number.

               (c)  All calculations under this Section 2 and Section 3 shall be
     made to the nearest cent, one-hundredth of a share or, in the case of the
     Formula Number, one hundred-thousandth.  Notwithstanding any other
     provision of this Section 2.4, the Corporation shall not be required to
     make any adjustment of the Formula Number unless such adjustment would
     require an increase or decrease of at least one percent (1%) of the Formula
     Number.  Any lesser adjustment shall be carried forward and shall be made
     at the time of and together with the next subsequent adjustment that,
     together with any adjustment or adjustments so carried forward, shall
     amount to an increase or decrease of at least one percent (1%) of the
     Formula Number.  Any adjustments under this Section 2.4 shall be made
     successively whenever an event requiring such an adjustment occurs.

               (d)  Promptly after an adjustment in the Formula Number is
     required, the Corporation shall provide written notice to each of the
     holders of shares of this Series, which notice shall state the adjusted
     Formula Number.

               (e)  Notwithstanding anything to the contrary in this Section 2.4
     or the Certificate, if the Corporation pays a dividend with respect to its
     outstanding Common Stock in the form of additional shares of Common Stock,
     and the Corporation pays an equivalent dividend with respect to its
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     outstanding Series LMCN-V Common Stock, if any, in the form of additional
     shares of Series LMCN-V Common Stock, then:

               (i)  the Corporation shall pay a dividend with respect to the
          outstanding shares of this Series, if any, in the form of additional
          shares of this Series, payable at the same time with the same record
          date and in the same ratio as the dividend with respect to the Common
          Stock (including treatment of fractional shares); and

               (ii)  if the Corporation pays a dividend in accordance with
          clause (i) above or if there are at the time no shares of this Series
          outstanding, there shall not be any adjustment to the Formula