time to time and any successor statute or statutes regulating telecommunications
companies) and the rules and regulations (and interpretations thereof and
determinations with respect thereto) promulgated, issued or adopted from time to
time by the Federal Communications Commission (the "FCC"). All references herein
to Communications Laws shall include as of any relevant date in question the
Communications Laws as then in effect (including any Communications Law or part
thereof the effectiveness of which is then stayed or promulgated with a delayed
1.7 "Conversion Date" shall have the meaning set forth in
1.8 "Corporation" shall mean AOL Time Warner Inc., a Delaware
corporation, and any of its successors by operation of law, including by merger
1.9 "DGCL" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.
1.10 "Dividend Payment Date" shall have the meaning set forth in
1.11 "Formula Number" shall have the meaning set forth in
1.12 "LMC Agreement" shall mean the Second Amended and Restated
LMC Agreement dated as of September 22, 1995, among a Delaware corporation known
on such date as "Time Warner Inc.", TW Inc., Liberty Media Corporation, a
Delaware corporation ("LMC Parent"), and certain subsidiaries of LMC Parent
listed under "Subsidiaries of LMC Parent" on the signature pages thereto, as
amended by Amendment No. 1 dated as of June 24, 1997, Amendment No. 2 dated as
of May 25, 1999, and as further amended from time to time.
1.13 "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.
1.14 "NASDAQ" shall mean The Nasdaq Stock Market.