XM Radio 2009 Annual Report Download - page 63

(w) “Final Expiration Date” shall be August 1, 2011.
(x) “Liberty” shall mean Liberty Media Corporation, a Delaware corporation.
(y) “Liberty Investment Agreement” shall mean that certain Investment Agreement dated as of
February 17, 2009, between the Company and Liberty Radio, LLC, a Delaware corporation and indirect
wholly owned subsidiary of Liberty Media, as amended from time to time.
(z) “Liberty Party” shall have the meaning ascribed to such term in the Liberty Investment
Agreement.
(aa) “Nasdaq” means The Nasdaq Stock Market.
(bb) “Person” shall mean any individual, firm, corporation, partnership, limited liability company,
limited liability partnership, trust or other legal entity, group of persons making a “coordinated
acquisition” of shares or otherwise treated as an entity within the meaning of Section 1.382-3(a)(1) of the
Treasury Regulations or otherwise, and includes any successor (by merger or otherwise) of such
individual or entity.
(cc) “Preferred Stock” shall mean shares of Series C Junior Preferred Stock, par value $0.001 per
share, of the Company having the rights and preferences set forth in the form of Certificate of
Designation of Series C Junior Preferred Stock attached hereto as Exhibit A.
(dd) “Purchase Price” shall mean initially $2.00 per one one-millionth of a share of Preferred
Stock, subject to adjustment from time to time as provided in this Agreement.
(ee) “Record Date” shall have the meaning set forth in the recitals to this Agreement.
(ff) “Redemption Price” shall mean $0.00001 per Right, subject to adjustment of the Company to
reflect any stock split, stock dividend or similar transaction occurring after the date hereof.
(gg) “Related Person” shall mean (i) any Subsidiary of the Company or (ii) any employee benefit
or stock ownership plan of the Company or of any Subsidiary of the Company or any entity (including
any entity in a fiduciary capacity) holding shares of Common Stock for or pursuant to the terms of any
such plan.
(hh) “Rights” shall have the meaning set forth in the recitals to this Agreement.
(ii) “Rights Agent” shall have the meaning set forth in the preamble of this Agreement.
(jj) “Rights Certificates” shall mean certificates evidencing the Rights, in substantially the form
attached hereto as Exhibit B.
(kk) “Section 11(a)(ii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof.
(ll) “Securities Act” shall mean Securities Act of 1933, as amended.
(mm) “Spread” shall have the meaning set forth in Section 11(a)(iii) hereof.
(nn) “Stock Acquisition Date” shall mean the first date of public announcement by the Company
that a Person has become an Acquiring Person.
(oo) “Stockholder Approval” shall mean the approval of this Agreement by the affirmative vote of
the holders of a majority of the voting power of the outstanding shares of Common Stock (or other shares
that vote together with the Common Stock as one class for purposes of such an approval) entitled to vote
and that are present, or represented by proxy, and are voted on the proposal to approve this Agreement, at
the meeting of stockholders of the Company duly held in accordance with the Company’s Certificate of
Incorporation and applicable law.
(pp) “Subsidiary” shall mean, with reference to any Person, any corporation or other legal entity of
which a majority of the voting power of the voting equity securities or equity interests is owned, directly
or indirectly, by such Person, or otherwise controlled by such Person.
A-4