SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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the NYSE, on the principal national securities exchange on which such stock is
listed or admitted to trading, or, if it is not listed or admitted to trading on
any national securities exchange, the last reported sale price of the Common
Stock, or, in case no such sale takes place on such day, the average of the
closing bid and asked prices, in either case as reported by NASDAQ.

               1.7  "Common Stock" shall mean the class of Common Stock, par
value $0.01 per share, of the Corporation authorized at the date of the
Certificate, or any other class of stock resulting from (x) successive changes
or reclassifications of such Common Stock consisting of changes in par value, or
from par value to no par value, (y) a subdivision or combination or (z) any
other changes for which an adjustment is made under Section 3.6(a), and in any
such case including any shares thereof authorized after the date of the
Certificate, together with any associated rights to purchase other securities of
the Corporation that are at the time represented by the certificates
representing such shares of Common Stock.

               1.8  "Conversion Date" shall have the meaning set forth in
Section 3.5 hereof.

               1.9  "Conversion Price" shall have the meaning set forth in
Section 3.1 hereof.

               1.10  "Conversion Rate" shall have the meaning set forth in
Section 3.1 hereof.

               1.11  "Converting Holder" shall have the meaning set forth in
Section 3.5 hereof.

               1.12  "Corporation" shall mean AOL Time Warner Inc., a Delaware
corporation, and any of its successors by operation of law, including by merger,
consolidation or sale or conveyance of all or substantially all of its property
and assets.

               1.13  "Current Market Price" of the Common Stock on any date
shall mean the average of the daily Closing Prices per share of the Common Stock
for the five (5) consecutive Trading Days ending on the Trading Day immediately
preceding the applicable record date, conversion date, redemption date or
exchange date referred to in Section 3 or Section 4.

               1.14  "DGCL" shall mean the General Corporation Law of the State
of Delaware.