SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document

unpaid as of the immediately preceding Dividend Payment Date, a number of shares
of Common Stock equal to:

               (A) the aggregate amount of accrued and unpaid dividends on such
          share of Series E Stock to and including the most recent scheduled
          Dividend Payment Date (whether or not such dividends were declared and
          whether or not there are unrestricted funds legally available for the
          payment thereof) (the "Accrued Dividend Amount") divided by
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               (B) the Closing Price of the Common Stock on the last Trading Day
          prior to the Conversion Date;

provided, however, that the Corporation shall have the right to deliver cash
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equal to the Accrued Dividend Amount or any portion thereof, in which case its
obligation to deliver shares of Common Stock pursuant to this clause (ii) shall
be reduced by a number of shares equal to (x) the aggregate amount of cash so
delivered divided by (y) the Closing Price of the Common Stock on the last
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Trading Day prior to the Conversion Date, unless the Corporation shall deliver
cash equal to the entire Accrued Dividend Amount, in which case its entire
obligation under this clause (ii) shall be discharged.  The obligations of the
Corporation to issue the Common Stock (or its option to make cash payments)
provided by this Section 3.1 shall be absolute whether or not any accrued
dividend by which such issuance (or payment) is measured has been declared by
the Board of Directors and whether or not the Corporation would have adequate
surplus or net profits to pay such dividend if declared or is otherwise
restricted from paying such dividend.

          3.2  Except as provided in this Section 3, no adjustments in respect
of payments of dividends on shares surrendered for conversion or any dividend on
the Common Stock issued upon conversion shall be made upon the conversion of any
shares of this Series (it being understood that if the Conversion Date for
shares of Series E Stock occurs after a Record Date and on or prior to a
Dividend Payment Date, the holder of record on such Record Date shall be
entitled to receive the dividend payable with respect to such shares on the
related Dividend Payment Date pursuant to Section 2.1 hereof).

          3.3  The Corporation may, but shall not be required to, in connection
with any conversion of shares of this Series, issue a fraction of a share of
Common Stock, and if the Corporation shall determine not to issue any such
fraction, the Corporation shall, subject to Section 3.6(d),