SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              13

Common Stock)). In the event that any of the transactions referred to in clause
(a) or (b) of the first sentence of this Section 3.6 involve the distribution of
cash or property (other than equity securities) to a holder of Common Stock,
lawful provision shall be made as part of the terms of the transaction whereby
the holder of each share of this Series on the record date fixed for determining
holders of Common Stock entitled to receive such cash or property (or if no such
record date is established, the effective date of such transaction) shall be
entitled to receive the amount of cash or property that such holder would have
been entitled to receive had such holder converted his shares of this Series
into Common Stock immediately prior to such record date (or effective date)
(based on the election or nonelection made by the holder of record of the
largest number of shares of this Series, as provided above). Concurrently with
the mailing to holders of Common Stock of any document pursuant to which such
holders may make an election regarding the kind or amount of securities or other
property that will be receivable by such holders in any transaction described in
clause (a) or (b) of the first sentence of this Section 3.6, the Corporation
shall mail a copy thereof to the holders of record of the 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 shares
of this Series to make such an election. The Corporation shall not enter into
any of the transactions referred to in clause (a) or (b) of the first sentence
of this Section 3.6 unless effective provision shall be made in the certificate
or articles of incorporation or other constituent documents of the Corporation
or the entity surviving the consolidation or merger, if other than the
Corporation, or the entity acquiring the Corporation's assets, as the case may
be, so as to give effect to the provisions set forth in this Section 3.6. The
provisions of this Section 3.6 shall apply similarly to successive
consolidations, mergers, sales or conveyances. For purposes of this Section 3.6,
the term "Corporation" shall refer to the Corporation as constituted immediately
prior to the merger, consolidation or other transaction referred to in this
Section 3.6.

          3.7  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the shares of this Series, such number of
its duly authorized shares of Common Stock and Series LMC Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of this Series into shares of Common Stock or Series LMC Common Stock at
any time (assuming that, at the