SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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          1.   Definitions.  As used herein, the following terms shall have the
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indicated meanings:

          1.1  "Board of Directors" shall mean the Board of Directors of the
Corporation or, with respect to any action to be taken by the Board of
Directors, any committee of the Board of Directors duly authorized to take such
action.

          1.2  "Capital Stock" shall mean any and all shares of corporate stock
of a Person (however designated and whether representing rights to vote, rights
to participate in dividends or distributions upon liquidation or otherwise with
respect to such Person, or any division or subsidiary thereof, or any joint
venture, partnership, corporation or other entity).

          1.3  "Certificate" shall mean the Certificate of the Voting Powers,
Designations, Preferences and Relative, Participating, Optional or Other Special
Rights, and Qualifications, Limitations or Restrictions Thereof, of Series LMCN-
V Common Stock filed with the Secretary of State of the State of Delaware
pursuant to Section 151 of the DGCL, as amended from time to time.

          1.4  "Closing Price" of the Common Stock shall mean the last reported
sale price of the Common Stock (regular way) as shown on the Composite Tape of
the NYSE, or, in case no such sale takes place on such day, the average of the
closing bid and asked prices on the NYSE, or, if the Common Stock is not listed
or admitted to trading on the NYSE, on the principal national securities
exchange on which such stock is listed or admitted to trading, or, if it is not
listed or admitted to trading on any national securities exchange, the last
reported sale price of the Common Stock, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, in either case as
reported by NASDAQ.

          1.5  "Common Stock" shall mean the class of Common Stock, par value
$0.01 per share, of the Corporation, or any other class of stock resulting from
(x) successive changes or reclassifications of such Common Stock consisting of
changes in par value, or from par value to no par value, (y) a subdivision or
combination or (z) any other changes for which an adjustment is made under
Section 2.4(a), together with any rights associated generally with the shares of
Common Stock.

          1.6  "Communications Laws" shall mean the Communications Act of 1934
(as amended and supplemented from