SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              12

Stock issuable upon such conversion shall be treated for all purposes as the
holder of record of such Common Stock or Series LMC Common Stock, as the case
may be, on such date. The Corporation shall not be required to deliver
certificates for shares of Common Stock or Series LMC Common Stock while the
stock transfer books for such stock or for this Series are duly closed for any
purpose, but certificates for shares of Common Stock or Series LMC Common Stock,
as the case may be, shall be delivered as soon as practicable after the opening
of such books.

          3.6  In the event that after the effective time of the transactions
contemplated by the Merger Agreement, whether or not any shares of this Series
have been issued by the Corporation, in the event that either (a) any
consolidation or merger to which the Corporation is a party, other than a merger
or consolidation in which the Corporation is the surviving or continuing
corporation and that does not result in any reclassification of, or change
(other than a change in par value or from par value to no par value or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock or (b) any sale or conveyance of all or
substantially all of the property and assets of the Corporation, then lawful
provision shall be made as part of the terms of such transaction whereby the
holder of each share of this Series shall have the right thereafter, during the
period such share shall be convertible, to convert such share into the kind and
amount of shares of stock or other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock into which such shares of this Series could have been converted
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustment that shall be as nearly equivalent as may be practicable to the
adjustments provided for in Section 2.4 and this Section 3 (based on (i) the
election, if any, made in writing to the Corporation by the holder of record (as
of the date used for determining holders of Common Stock entitled to make such
election) of the largest number of shares of this Series on or prior to the last
date on which a holder of Common Stock may make an election regarding the kind
or amount of securities or other property receivable by such holder in such
transaction 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 or other property is not the same for each nonelecting holder,
then the kind and amount of securities or other property receivable shall be
based upon the kind and amount of securities or other property receivable by a
plurality of the nonelecting holders of