SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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     immediately before the record date (or, if no record date, the effective
     date) for such event (it being understood that any distribution of cash or
     Capital Stock (other than Common Stock) that shall accompany a
     reclassification of the Common Stock, shall be subject to Section 2.2
     rather than this Section 2.4(a)). An adjustment made pursuant to this
     Section 2.4(a) shall become effective retroactively immediately after the
     record date in the case of a dividend or distribution and shall become
     effective retroactively immediately after the effective date in the case of
     a subdivision, combination or reclassification. For the purposes of this
     Section 2.4(a), in the event that the holders of Common Stock are entitled
     to make any election with respect to the kind or amount of securities
     receivable by them in any transaction that is subject to this Section
     2.4(a) (including any election that would result in all or a portion of the
     transaction becoming subject to Section 2.2), the kind and amount of
     securities that shall be distributable to the holders of shares of this
     Series shall be based on (i) the election, if any, made by the holder of
     record (as of the date used for determining the holders of Common Stock
     entitled to make such election) of the largest number of shares of this
     Series in writing to the Corporation on or prior to the last date on which
     a holder of Common Stock may make such an election 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 is not
     the same for each nonelecting holder, then the kind and amount of
     securities receivable shall be based on the kind or amount of securities
     receivable by a plurality of nonelecting holders of Common Stock).
     Concurrently with the mailing to holders of Common Stock of any document
     pursuant to which such holders may make an election of the type referred to
     in this Section 2.4(a), the Corporation shall mail a copy thereof to the
     holders of record of shares of this Series as of the date used for
     determining the holders of record of Common Stock entitled to such mailing,
     which document shall be used by the holders of record of shares of this
     Series to make such an election.

               (b)  The Corporation shall be entitled to make such additional
     adjustments in the Formula Number, in addition to those required by Section
     2.4(a) as shall be necessary in order that any dividend or distribution in
     Common Stock or any subdivision, reclassification or combination of shares
     of Common Stock referred to above, shall not be taxable to the