SEC Filings

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

exchange (unless the Corporation shall (x) in the case of a redemption, default
in the payment of the Redemption Price, (y) in the case of an exchange, fail to
exchange the shares of this Series for the applicable number of shares of Common
Stock and any applicable cash amount pursuant to Section 4.1, or (z) exercise
its right to rescind such redemption pursuant to Section 4.5, in which case such
rights shall not terminate at such time and date) or (B) if the Corporation
shall so elect and state in the notice of redemption or exchange, from and after
the time and date (which date shall be the date of redemption or exchange or an
earlier date not less than fifteen (15) days after the date of mailing of the
redemption or exchange notice) on which the Corporation shall irrevocably
deposit with a designated bank or trust company doing business in the Borough of
Manhattan, City and State of New York, as paying agent, money sufficient to pay
at the office of such paying agent, on the redemption date, the Redemption
Price, in the case of redemption, or certificates representing the shares of
Common Stock to be so exchanged and any applicable cash amount, in the case of
an exchange. Any money or certificates so deposited with any such paying agent
that shall not be required for such redemption or exchange because of the
exercise of any right of conversion or otherwise shall be returned to the
Corporation forthwith. Upon surrender (in accordance with the notice of
redemption or exchange) of the certificate or certificates for any shares of
this Series to be so redeemed or exchanged (properly endorsed or assigned for
transfer, if the Corporation shall so require and the notice of redemption or
exchange shall so state), such shares shall be redeemed or exchanged by the
Corporation at the Redemption Price or the Conversion Rate, as applicable, as
set forth in Section 4.1 (unless the Corporation shall have exercised its right
to rescind such redemption or exchange pursuant to Section 4.5). In case fewer
than all the shares represented by any such certificate are to be redeemed or
exchanged, a new certificate shall be issued representing the unredeemed shares
(or fractions thereof as provided in Section 7.3), without cost to the holder
thereof, together with the amount of cash, if any, in lieu of fractional shares
other than those issuable in accordance with Section 7.3. Subject to applicable
escheat laws, any moneys so set aside by the Corporation in the case of
redemption and unclaimed at the end of one year from the redemption date shall
revert to the general funds of the Corporation, after which reversion the
holders of such shares so called for redemption shall look only to the general
funds of the Corporation for the payment of the Redemption Price without
interest. Any interest accrued on funds so deposited shall be paid to the
Corporation from time to time.