SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              12

Common Stock while the stock transfer books for such stock or for this Series
are duly closed for any purpose, but certificates for shares of Common Stock or
Series LMCN-V Common Stock, as the case may be, shall be delivered as soon as
practicable after the opening of such books.

          3.6  In the event that 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, either (a) any consolidation or merger to
which the Corporation is a party, other than a merger or consolidation in which
the Corporation is the surviving or continuing corporation and that does not
result in any reclassification of, or change (other than a change in par value
or from par value to no par value or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock
or (b) any sale or conveyance of all or substantially all of the property and
assets of the Corporation, then lawful provision shall be made as part of the
terms of such transaction whereby the holder of each share of this Series shall
have the right thereafter, during the period such share shall be convertible, to
convert such share into the kind and amount of shares of stock or other
securities and property receivable upon such consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock into which such
shares of this Series could have been converted immediately prior to such
consolidation, merger, sale or conveyance, subject to adjustment that shall be
as nearly equivalent as may be practicable to the adjustments provided for in
Section 2.4 and this Section 3 (based on (i) the election, if any, made in
writing to the Corporation by the holder of record (as of the date used for
determining holders of Common Stock entitled to make such election) of the
largest number of shares of this Series on or prior to the last date on which a
holder of Common Stock may make an election regarding the kind or amount of
securities or other property receivable by such holder in such transaction 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 is not the same for each nonelecting holder, then the kind and
amount of securities or other property receivable shall be based upon the kind
and amount of securities or other property receivable by a plurality of the
nonelecting holders of Common Stock)).  In the event that any of the
transactions referred to in clause (a) or (b) of the first sentence of this
Section 3.6 involve the distribution of cash or property (other than equity
securities) to a holder of Common Stock, lawful provision shall be made as part
of the terms of the transaction