SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              18

provided hereunder, neither failure to give such notice, nor any defect therein
or in the transmission thereof, to any particular holder shall affect the
sufficiency of the notice or the validity of the proceedings referred to in such
notice with respect to the other holders or affect the legality or validity of
any distribution, right, warrant, reclassification, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up, or the vote upon
any such action.  Any notice that was mailed in the manner herein provided shall
be conclusively presumed to have been duly given whether or not the holder
receives the notice.

          7.2  All notices and other communications hereunder shall be deemed
given (i) on the first Trading Day following the date received, if delivered
personally, (ii) on the Trading Day following timely deposit with an overnight
courier service, if sent by overnight courier specifying next day delivery and
(iii) on the first Trading Day that is at least five days following deposit in
the mails, if sent by first class mail to (x) a holder at its last address as it
appears on the transfer records or registry for the shares of this Series and
(y) the Corporation at the following address (or at such other address as the
Corporation shall specify in a notice pursuant to this Section 7.2):  AOL Time
Warner Inc., 75 Rockefeller Plaza, New York, New York 10019, Attention:  General
Counsel.

          7.3  Any shares of this Series that have been converted or otherwise
acquired by the Corporation shall, after such conversion or acquisition, as the
case may be, be retired and promptly canceled and shall become authorized but
unissued shares of this Series, unless the Board of Directors determines
otherwise.

          7.4  The Corporation shall be entitled to recognize the exclusive
right of a Person registered on its records as the holder of shares of this
Series, and such holder of record shall be deemed the holder of such shares for
all purposes.

          7.5  All notice periods referred to in the Certificate shall commence
on the date of the mailing of the applicable notice.

          7.6  Any registered holder of shares of this Series may proceed to
protect and enforce its rights by any available remedy by proceeding at law or
in equity to protect and enforce any such rights, whether for the specific
enforcement of any provision in the Certificate or