SEC Filings

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

assets other than by way of dividends in accordance with the sums that would be
payable in such distribution if all sums payable were discharged in full;
provided, however, that the term "Parity Stock" shall be deemed to refer (i) in
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Section 2.2 hereof, to any stock that is Parity Stock in respect of dividend
rights; (ii) in Section 6 hereof, to any stock that is Parity Stock in respect
of the distribution of assets; and (iii) in Sections 5.2 and 5.3 hereof, to any
stock that is Parity Stock in respect of either dividend rights or the
distribution of assets and that, pursuant to the Certificate of Incorporation or
any instrument in which the Board of Directors, acting pursuant to authority
granted in the Certificate of Incorporation, shall so designate, is entitled to
vote with the holders of Series F Stock.

          1.23  "Person" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other entity.

          1.24  "Preferred Stock" shall mean the class of Preferred Stock, par
value $0.10 per share, of the Corporation authorized at the date of the
Certificate, including any shares thereof authorized after the date of the

          1.25  "Pro Rata Repurchase" shall mean the purchase of shares of
Common Stock by the Corporation or by any of its subsidiaries, whether for cash
or other property or securities of the Corporation, which purchase is subject to
Section 13(e) of the Exchange Act or is made pursuant to an offer made available
to all holders of Common Stock, but excluding any purchase made in open market
transactions that satisfies the conditions of clause (b) of Rule 10b-18 under
the Exchange Act or has been designed (as reasonably determined by the Board of
Directors) to prevent such purchase from having a material effect on the trading
market of the Common Stock. The "Effective Date" of a Pro Rata Repurchase shall
mean the applicable expiration date (including all extensions thereof) of any
tender or exchange offer that is a Pro Rata Repurchase or the date of purchase
with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

          1.26  "Record Date" shall have the meaning set forth in Section 2.1

          1.27  "Redemption Price" shall have the meaning set forth in Section
4.1 hereof.

          1.28  "Redemption Rescission Event" shall mean the occurrence of (a)
any general suspension of trading