SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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shall make a cash payment (rounded to the nearest cent) equal to such fraction
multiplied by the Closing Price of the Common Stock on the last Trading Day
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prior to the Conversion Date. The Corporation shall issue a fraction of a share
of Series LMC Common Stock in order to effect a conversion of a fraction of a
share of this Series into Series LMC Common Stock.

          3.4  Any holder of shares of this Series electing to convert such
shares into Common Stock or Series LMC Common Stock shall surrender the
certificate or certificates for such shares at the principal executive office of
the Corporation (or at such other place as the Corporation may designate by
notice to the holders of shares of this Series) during regular business hours,
duly endorsed to the Corporation or in blank, or accompanied by instruments of
transfer to the Corporation or in blank, or in form satisfactory to the
Corporation, and shall give written notice to the Corporation at such office
that such holder elects to convert such shares of this Series, which notice
shall state whether the shares of this Series delivered for conversion shall be
converted into shares of Common Stock or shares of Series LMC Common Stock.  If
any such certificate or certificates shall have been lost, stolen or destroyed,
the holder shall, in lieu of delivering such certificate or certificates,
deliver to the Corporation (or such other place) an indemnification agreement
and bond satisfactory to the Corporation.  The Corporation shall, as soon as
practicable (subject to Section 3.8) after such deposit of certificates for
shares of this Series or delivery of the indemnification agreement and bond,
accompanied by the written notice above prescribed, issue and deliver at such
office (or such other place) to the holder for whose account such shares were
surrendered, or a designee of such holder, certificates representing either (i)
the number of shares of Common Stock and the cash, if any, or (ii) the number of
shares of Series LMC Common Stock, as the case may be, to which such holder is
entitled upon such conversion.  Each share of Common Stock delivered to a holder
or its designee as a result of conversion of shares of this Series pursuant to
this Section 3 shall be accompanied by any rights associated generally with each
other share of Common Stock outstanding as of the Conversion Date.

          3.5  Conversion shall be deemed to have been made as of the date (the
"Conversion Date") that the certificate or certificates for the shares of this
Series to be converted and the written notice prescribed in Section 3.4 are
received by the Corporation; and the Person entitled to receive the Common Stock
or Series LMC Common