XM Radio 2009 Annual Report Download - page 104

a fraction of a share issued to them. The sale of all of the fractional interests will be effected by the transfer
agent as soon as practicable after the Effective Date on the basis of the prevailing market prices of the New
Common Stock at the time of the sale. After such sale and upon the surrender of the stockholders’ stock
certificates, the transfer agent will pay to such holders of record their pro rata share of the total net proceeds
derived from the sale of the fractional interests. Each stock certificate that, immediately prior to the Effective
Date, represented shares of Old Common Stock shall, from and after the Effective Date, automatically and
without any action on the part of the respective holders thereof, represent that number of whole shares of New
Common Stock into which the shares of Old Common Stock represented by such certificate shall have been
reclassified (as well as the right to receive cash in lieu of any fractional shares of New Common Stock as set
forth above), provided, however, that each holder of record of a certificate that represented shares of Old
Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of
whole shares of New Common Stock into which the shares of Old Common Stock represented by such
certificate shall have been reclassified, as well as any cash in lieu of fractional shares of New Common Stock
to which such holder may be entitled as set forth above.”
THIRD: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
FOURTH: The foregoing amendment shall be effective as of 11:59 p.m., Eastern Time, on the date of
filing with the Secretary of State of the State of Delaware.
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