SEC Filings

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

Converting Holder any dividend or other payment made on such shares during the
period from the time such shares shall have been surrendered for conversion to
the rescission of such conversion. All questions as to the validity, form,
eligibility (including time or receipt) and acceptance of any form submitted to
the Corporation to rescind the conversion of shares of this Series, including
questions as to the proper completion or execution of any such form or any
certification contained therein, shall be resolved by the Corporation, whose
determination shall be final and binding. The Corporation shall not be required
to deliver certificates for shares of Common Stock while the stock transfer
books for such stock or for this Series are duly closed for any purpose or
during any period commencing at a Redemption Rescission Event and ending at
either (i) the time and date at which the Corporation's right of rescission
shall expire pursuant to Section 4.5 if the Corporation shall not have exercised
such right or (ii) the close of business on that day which is ten (10) Trading
Days following the date on which the Corporation's notice of rescission pursuant
to Section 4.4 is deemed given pursuant to Section 7.2 if the Corporation shall
have exercised such right of rescission, but certificates for shares of Common
Stock shall be delivered as soon as practicable after the opening of such books
or the expiration of such period.

          3.6  The Conversion Rate shall be adjusted from time to time as
follows for events occurring after the effective time of the transactions
contemplated by the Merger Agreement:

               (a)  In case the Corporation shall (i) pay a dividend in shares
          of its Common Stock, (ii) combine its outstanding shares of Common
          Stock into a smaller number of shares, (iii) subdivide its outstanding
          shares of Common Stock or (iv) reclassify (other than by way of a
          merger or consolidation that is subject to Section 3.7) its shares of
          Common Stock, then the Conversion Rate in effect immediately before
          such action shall be adjusted so that immediately following such event
          the holders of the Series E Stock shall be entitled to receive upon
          conversion or exchange thereof the kind and amount of shares of
          Capital Stock of the Corporation that they would have owned or been
          entitled to receive upon or by reason of such event if such shares of
          Series E Stock had been converted immediately before the record date
          (or, if no record date, the effective date) for such event (it being
          understood that any distribution of cash or