1.7 "Converting Holder" shall have the meaning set forth in
1.8 "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 conversion, redemption or exchange date referred to in
Section 3 or Section 4.
1.9 "Dividend Payment Date" shall have the meaning set forth in
1.10 "DGCL" shall mean the General Corporation Law of the State
1.11 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
1.12 "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
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 J
Stock in respect of the right to receive dividends or to participate in any
distribution of assets other than by way of dividends.
1.13 "Liquidation Value" shall have the meaning set forth in
1.14 "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.
1.15 "NASDAQ" shall mean the Nasdaq Stock Market.
1.16 "NYSE" shall mean the New York Stock Exchange, Inc.
1.17 "Parity Stock" shall mean the Series E Stock, the Series F
Stock, the Series I Stock and the shares of any other class or series of stock
of the Corporation