SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Stock as a result of which an adjustment to the Formula Number is made pursuant
to Section 2.4 or in connection with which a dividend of shares of this Series
is paid in accordance with Section 2.4(e)) to the holders of its shares of
Common Stock any assets or property, including evidences of indebtedness or
securities of the Corporation or of any other Person (including common stock of
such Person) or cash (but excluding regularly scheduled cash dividends payable
on shares of Common Stock), or in case the Corporation shall at any time
distribute (other than a distribution in liquidation of the Corporation) to such
holders rights, options or warrants to subscribe for or purchase shares of
Common Stock (including shares held in the treasury of the Corporation), or
rights, options or warrants to subscribe for or purchase any other security or
rights, options or warrants to subscribe for or purchase any assets or property
(in each case, whether of the Corporation or otherwise, but other than any
distribution of rights to purchase securities of the Corporation if the holder
of shares of this Series would otherwise be entitled to receive such rights upon
conversion of shares of this Series for Common Stock pursuant to Section 3,
provided, however, that if such rights are subsequently redeemed by the
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Corporation, such redemption shall be treated for purposes of this Section 2.2
as a cash dividend (but not a regularly scheduled cash dividend) on the Common
Stock), the Corporation shall simultaneously distribute such assets, property,
securities, rights, options or warrants to the holders of shares of this Series
on the record date fixed for determining the holders of Common Stock entitled to
participate in such distribution (or, if no such record date shall be
established, the effective time thereof) in an amount per share of this Series
equal to the amount that a holder of one share of this Series would have been
entitled to receive had such share of this Series been converted into Common
Stock immediately prior to such record date (or effective time). In the event of
a distribution to holders of shares of this Series pursuant to this Section 2.2,
such holders shall be entitled to receive fractional shares or interests only to
the extent that holders of Common Stock are entitled to receive the same. The
holders of shares of this Series on the applicable record date (or effective
time) shall be entitled to receive in lieu of such fractional shares or
interests the same consideration as is payable to holders of Common Stock with
respect thereto. If there are no fractional shares or interests payable to
holders of Common Stock, the holders of shares of this Series on the applicable
record date (or effective time) shall receive in lieu of such fractional shares
or interests the fair value thereof as determined by the Board of Directors.