SEC Filings

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

     the Change of Control Date; provided, however, that no such successive
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     adjustment shall be made with respect to the Conversion Rate of the shares
     of this Series in respect of any event occurring after the Conversion Date.

               (c)  The Corporation shall be entitled to make such additional
     adjustments in the Conversion Rate, in addition to those required by
     subsections 3.6(a) and 3.6(b), as shall be necessary in order that any
     dividend or distribution in Common Stock or any subdivision,
     reclassification or combination of shares of Common Stock referred to
     above, shall not be taxable to the holders of Common Stock for United
     States Federal income tax purposes so long as such additional adjustments
     pursuant to this Section 3.6(c) do not decrease the Conversion Rate.

               (d)  In any case in which this Section 3.6 shall require that any
     adjustment be made effective as of or retroactively immediately following a
     record date, the Corporation may elect to defer (but only for five (5)
     Trading Days following the occurrence of the event that necessitates the
     filing of the statement referred to in Section 3.6(f)) issuing to the
     holder of any shares of this Series converted after such record date (i)
     the shares of Common Stock and other Capital Stock of the Corporation
     issuable upon such conversion over and above (ii) the shares of Common
     Stock and other Capital Stock of the Corporation issuable upon such
     conversion on the basis of the Conversion Rate prior to adjustment;

     provided, however, that the Corporation shall deliver to such holder a due
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     bill or other appropriate instrument evidencing such holder's right to
     receive such additional shares upon the occurrence of the event requiring
     such adjustment.

               (e)  All calculations under this Section 3 shall be made to the
     nearest cent, one-hundredth of a share or, in the case of the Conversion
     Rate, one hundred-thousandth.  Notwithstanding any other provision of this
     Section 3, the Corporation shall not be required to make any adjustment of
     the Conversion Rate unless such adjustment would require an increase or
     decrease of at least 1.00000% of such Conversion Rate.  Any lesser
     adjustment shall be carried forward and shall be made at the time of and
     together with the next subsequent adjustment that, together with any
     adjustment or adjustments so carried forward, shall amount to an increase
     or decrease of at least 1.00000% in such rate.  Any adjustments under