(B) the denominator of which is 91 days (provided that in no event shall the
fraction be greater than one (1)).
1.9 "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.
1.10 "Conversion Date" shall have the meaning set forth in
Section 3.5 hereof.
1.11 "Conversion Price" at any time shall mean the Liquidation Value
per share divided by the Conversion Rate in effect at such time (rounded to the
nearest one hundredth of a cent).
1.12 "Conversion Rate" shall have the meaning set forth in
Section 3.1 hereof.
1.13 "Converting Holder" shall have the meaning set forth in
Section 3.5 hereof.
1.14 "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
1.15 "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.
1.16 "Dividend Payment Date" shall have the meaning set forth in
Section 2.1 hereof.
1.17 "DGCL" shall mean the General Corporation Law of the State