SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Common Stock on conversion of shares of this Series pursuant hereto. The
Corporation shall not, however, be required to pay any tax that is payable in
respect of any transfer involved in the issue or delivery of Common Stock or
Series LMC Common Stock in a name other than that in which the shares of this
Series so converted were registered, and no such issue or delivery shall be made
unless and until the Person requesting such issue has paid to the Corporation
the amount of such tax, or has established, to the satisfaction of the
Corporation, that such tax has been paid.

          3.11  In case of (i) the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation or (ii) any action triggering an
adjustment to the Formula Number 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)) or Section 3.6, then, in each case, the Corporation shall cause to be
mailed, first-class postage prepaid, to the holders of record of the outstanding
shares of this Series, at least fifteen (15) days prior to the applicable record
date for any such transaction (or if no record date will be established, the
effective date thereof), a notice stating (x) the date, if any, on which a
record is to be taken for the purpose of any such transaction (or, if no record
date will be established, the date as of which holders of record of Common Stock
entitled to participate in such transaction are determined), and (y) the
expected effective date thereof.  Failure to give such notice or any defect
therein shall not affect the legality or validity of the proceedings described
in this Section 3.11.


          4.  Voting.
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          4.1  The shares of this Series shall have no voting rights except as
expressly provided in this Section 4 or as required by law.

          4.2  Each share of this Series shall be entitled to vote together as
one class with the holders of shares of Common Stock upon the election of the
directors of the Corporation.  In any such vote, the holders of shares of this
Series shall be entitled to a number of votes per share of this Series equal to
the product of (i) the Formula Number then in effect multiplied by (ii) the
maximum number of votes per share of Common Stock that any holder of shares of
Common Stock generally then has with respect to such matter divided by (iii)
100.