SEC Filings

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

               (i)  No adjustment shall be made pursuant to this Section 3.6 (i)
          if the effect thereof would be to reduce the Conversion Price below
          the par value of the Common Stock or (ii) subject to Section 3.6(d)
          hereof, with respect to any share of Series E Stock that is converted,
          prior to the time such adjustment otherwise would be made.

          3.7  In the event that after the effective time of the transactions
contemplated by the Merger Agreement, 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 Series E Stock
shall have the right thereafter, during the period such share shall be
convertible or exchangeable, to convert such share into or have such shares
exchanged for 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 or exchanged 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
this Section 3 (based on (i) the election, if any, made in writing to the
Corporation by the record holder (as of the date used for determining holders of
Common Stock entitled to make such election) of the largest number of shares of
Series E Stock 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 Common Stock)). In the event that any of the transactions referred to
in clause (a) or (b) involve the distribution of cash or property (other than
equity securities) to a holder