XM Radio 2009 Annual Report Download - page 64

(qq) “Substitution Period” shall have the meaning set forth in Section 11(a)(iii) hereof.
(rr) “Summary of Rights ” shall mean a copy of a summary of the terms of the Rights, in
substantially the form attached hereto as Exhibit C.
(ss) “Tax Benefits” shall mean the net operating loss carry forwards, capital loss carry forwards,
general business credit carry forwards, alternative minimum tax credit carry forwards and foreign tax
credit carry forwards, as well as any “net unrealized built-in loss” within the meaning of Section 382 of
the Code, of the Company or any direct or indirect Subsidiary thereof.
(tt) “Trading Day” shall mean a day on which the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading is open for the transaction of business.
(uu) “Trigger Event” shall have the meaning set forth in Section 11(a)(ii) hereof.
(vv) “Trust” shall have the meaning set forth in Section 24(d) hereof.
(ww) “Trust Agreement” shall have the meaning set forth in Section 24(d) hereof.
(xx) “Treasury Regulations” shall mean final, temporary and proposed income tax regulations
promulgated under the Code, including any amendments thereto.
SECTION 2Appointment of Rights Agent
The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from
time to time appoint such co-rights agents as it may deem necessary or desirable. Prior to the appointment of
a co-rights agent, the specific duties and obligations of each such co-rights agents shall be set forth in writing
and delivered to the Rights Agent and the proposed co-rights agent. Any actions which may be taken by the
Rights Agent pursuant to the terms of this Agreement may be taken by any such co-rights agent. To the extent
that any co-rights agent takes any action pursuant to this Agreement, such co-rights agent shall be entitled to
all of the rights and protections of, and subject to all of the applicable duties and obligations imposed upon,
the Rights Agent pursuant to the terms of this Agreement. The Rights Agent will have no duty to supervise,
and in no event will be liable for, the acts or omissions of any co-rights agent.
SECTION 3Issuance of Rights Certificates
(a) Until the Distribution Date, (i) the Rights shall be evidenced (subject to Section 3(b)) by the
certificates representing the shares of Common Stock, registered in the names of the record holders thereof
(which certificates representing such shares of Common Stock shall also be deemed to be Rights Certificates),
(ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common
Stock, and (iii) the surrender for transfer of any certificates representing such shares of Common Stock in
respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificates.
(b) On or as promptly as practicable after the Record Date, the Company shall send by first class,
postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the
Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a
Summary of Rights to Purchase Preferred Stock in substantially the form attached as Exhibit C. With respect
to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights
will be evidenced by such certificates registered in the names of the holders thereof together with the
Summary of Rights.
(c) Rights shall be issued by the Company in respect of all shares of Common Stock (other than any
shares of Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered
by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date
but prior to the earlier of the Distribution Date and the Expiration Date or in certain circumstances provided in
Section 22(b) hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall
have stamped on, impressed on, printed on, written on, or otherwise affixed to them a legend in substantially
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