SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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the shares by delivery of purchased shares of Common Stock or Series LMCN-V
Common Stock that are held in the treasury of the Corporation. All shares of
Common Stock or Series LMCN-V Common Stock that shall be deliverable upon
conversion of the shares of this Series shall be duly and validly issued, fully
paid and nonassessable. For purposes of this Section 3, any shares of this
Series at any time outstanding shall not include shares held in the treasury of
the Corporation.

          3.8  In any case in which Section 2.4 shall require that any
adjustment be made effective as of or retroactively immediately following a
record date, the Corporation may elect to defer (but only for five (5) Trading
Days following the occurrence of the event that necessitates the notice referred
to in Section 2.4(d)) issuing to the holder of any shares of this Series
converted after such record date (i) the shares of Common Stock issuable upon
such conversion over and above (ii) the shares of Common Stock issuable upon
such conversion on the basis of the Formula Number prior to adjustment;
provided, however, that the Corporation shall deliver to such holder a due bill
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or other appropriate instrument evidencing such holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.

          3.9  If any shares of Common Stock or Series LMCN-V Common Stock that
would be issuable upon conversion pursuant to this Section 3 require
registration with or approval of any governmental authority before such shares
may be issued upon conversion (other than any such registration or approval
required to avoid a violation of the Communications Laws), the Corporation will
in good faith and as expeditiously as possible cause such shares to be duly
registered or approved, as the case may be.  The Corporation will use
commercially reasonable efforts to list the shares of (or depositary shares
representing fractional interests in) Common Stock required to be delivered upon
conversion of shares of this Series prior to such delivery upon the principal
national securities exchange, if any, upon which the outstanding Common Stock is
listed at the time of such delivery.

          3.10  The Corporation shall pay any and all issue or other taxes that
may be payable in respect of any issue or delivery of shares of Common Stock or
Series LMCN-V Common Stock on conversion of shares of this Series pursuant
hereto.  The Corporation shall not, however, be required to pay any tax that is
payable in respect of any transfer involved in the issue or delivery of Common
Stock or Series LMCN-V Common Stock in a name other than that in