SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
as a party or a witness) or is threatened to be made so involved in any
threatened, pending or completed Proceeding by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation or
of a Covered Entity against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding. The Corporation may
also advance expenses incurred by such employee or agent in connection with any
such Proceeding, consistent with the provisions of this Article VI with respect
to the advancement of expenses of directors and officers of the Corporation.
                                  ARTICLE VII
                                 Capital Stock
   SECTION 1. Certificates for Shares. The shares of stock of the Corporation
shall be represented by certificates, or shall be uncertificated shares that
may be evidenced by a book-entry system maintained by the registrar of such
stock, or a combination of both. To the extent that shares are represented by
certificates, such certificates whenever authorized by the Board, shall be in
such form as shall be approved by the Board. The certificates representing
shares of stock of each class shall be signed by, or in the name of, the
Corporation by the Chairman of the Board and the Chief Executive Officer, or by
any Vice President and by the Secretary or any Assistant Secretary or the
Treasurer or any Assistant Treasurer of the Corporation, and sealed with the
seal of the Corporation, which may be a facsimile thereof. Any or all such
signatures may be facsimiles if countersigned by a transfer agent or registrar.
Although any officer, transfer agent or registrar whose manual or facsimile
signature is affixed to such a certificate ceases to be such officer, transfer
agent or registrar before such certificate has been issued, it may nevertheless
be issued by the Corporation with the same effect as if such officer, transfer
agent or registrar were still such at the date of its issue.
   The stock ledger and blank share certificates shall be kept by the Secretary
or by a transfer agent or by a registrar or by any other officer or agent
designated by the Board.
   SECTION 2. Transfer of Shares. Transfers of shares of stock of each class of
the Corporation shall be made only on the books of the Corporation upon
authorization by the registered holder thereof, or by such holder's attorney
thereunto authorized by a power of attorney duly executed and filed with the
Secretary or a transfer agent for such stock, if any, and if such shares are
represented by a certificate, upon surrender of the certificate or certificates
for such shares properly endorsed or accompanied by a duly executed stock
transfer power (or by proper evidence of succession, assignment or authority to
transfer) and the payment of any taxes thereon; provided, however, that the
Corporation shall be entitled to recognize and enforce any lawful restriction
on transfer. The person in whose name shares are registered on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation; provided, however, that whenever any transfer of shares shall be
made for collateral security and not absolutely, and written notice thereof
shall be given to the Secretary or to such transfer agent, such fact shall be
stated in the entry of the transfer. No transfer of shares shall be valid as
against the Corporation, its stockholders and creditors for any purpose, except
to render the transferee liable for the debts of the Corporation to the extent
provided by law, until it shall have been entered in the stock records of the
Corporation by an entry showing from and to whom transferred.
   SECTION 3. Registered Stockholders and Addresses of Stockholders. The
Corporation shall be entitled to recognize the exclusive right of a person
registered on its records as the owner of shares of stock to receive dividends
and to vote as such owner, shall be entitled to hold liable for calls and
assessments a person registered on its records as the owner of shares of stock,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares of stock on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.
   Each stockholder shall designate to the Secretary or transfer agent of the
Corporation an address at which notices of meetings and all other corporate
notices may be given to such person, and, if any stockholder shall