SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                               4

               1.15  "Dividend Payment Date" shall have the meaning set forth in
Section 2.1 hereof.

               1.16  "Exchange Price" shall have the meaning set forth in
Section 4.1 hereof.

               1.17  "Junior Stock" shall mean the Common Stock, the Series LMC
Stock, the Series LMCN-V Stock and the shares of any other class or series of
Capital Stock of the Corporation that, by the terms of the Certificate of
Incorporation or of the instrument by which the Board of Directors, acting
pursuant to authority granted in the Certificate of Incorporation, shall fix the
relative rights, preferences and limitations thereof, shall be junior to the
Series F Stock in respect of the right to receive dividends or to participate in
any distribution of assets other than by way of dividends.

               1.18  "Liquidation Value" shall have the meaning set forth in
Section 7.1 hereof.

               1.19  "Merger Agreement" shall mean the Amended and Restated
Agreement and Plan of Merger dated as of January 10, 2000, among AOL Time Warner
Inc., America Online, Inc., Time Warner Inc., America Online Merger Sub Inc. and
Time Warner Merger Sub Inc., as such agreement may be amended from time to time
in accordance with its terms.

               1.20  "NASDAQ" shall mean the Nasdaq Stock Market.

               1.21  "NYSE" shall mean the New York Stock Exchange, Inc.

               1.22  "Parity Stock" shall mean the Series E Stock, the Series I
Stock, the Series J Stock and the shares of any other class or series of Capital
Stock of the Corporation that, by the terms of the Certificate of Incorporation
or of the instrument by which the Board of Directors, acting pursuant to
authority granted in the Certificate of Incorporation, shall fix the relative
rights, preferences and limitations thereof, shall, in the event that the stated
dividends thereon are not paid in full, be entitled to share ratably with the
Series F Stock in the payment of dividends, including accumulations, if any, in
accordance with the sums that would be payable on such shares if all dividends
were declared and paid in full, or shall, in the event that the amounts payable
thereon on liquidation are not paid in full, be entitled to share ratably with
the Series F Stock in any distribution of