XM Radio 2009 Annual Report Download - page 67

surrendered Rights Certificate(s) until the registered holder shall have (i) properly completed and duly signed
the certificate contained in the form of assignment on the reverse side of such Rights Certificate, (ii) provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of
the Rights evidenced thereby and the Affiliates and Associates of such Beneficial Owner (or former Beneficial
Owner) as the Company or the Rights Agent shall reasonably request and (iii) paid a sum sufficient to cover
any tax or charge that may be imposed in connection with any transfer, split up, combination or exchange or
Rights Certificates as required by Section 9(d) hereof. Thereupon the Rights Agent shall countersign and
deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so
requested registered in such name or names as may be designated by the surrendering registered holder. The
Rights Agent shall promptly forward any such sum collected by it to the Company or to such Person or
Persons as the Company shall specify by written notice. The Rights Agent shall have no duty or obligation to
take any action under any section of this Rights Agreement which requires the payment by a Rights holder of
applicable taxes and/or charges unless and until it is satisfied that all such taxes and/or charges have been
paid.
(b) Upon receipt by the Company and the Rights Agent of evidence satisfactory to them of the loss,
theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity
or security satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate,
if mutilated, the Company shall execute and deliver a new Rights Certificate of like tenor to the Rights Agent
and the Rights Agent will countersign and deliver such new Rights Certificate to the registered holder in lieu
of the Rights Certificate so lost, stolen, destroyed or mutilated.
SECTION 7Exercise of Rights; Purchase Price; Expiration Date of Rights
(a) Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date
and prior to the Expiration Date, and thereafter the registered holder of any Right Certificate may, subject to
Section 11(a)(ii) and Section 24 hereof, exercise the Rights evidenced thereby in whole or in part upon
surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof properly
completed and duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for
such purpose, together with payment of the Purchase Price (including any applicable tax or charge required to
be paid by the holder of such Rights Certificate in accordance with the provisions of Section 9(d)) hereof for
each one one-millionth of a share of Preferred Stock (or other securities, cash or assets, as the case may be) as
to which the Rights are exercised. Except for those provisions herein which expressly survive the termination
of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable
hereunder.
(b) Upon receipt of a Rights Certificate representing exercisable Rights with the form of election to
purchase and the certificate properly completed and duly executed, accompanied by payment of the Purchase
Price for the shares to be purchased and an amount equal to any applicable tax or charge required to be paid
under Section 9(d) hereof by certified check, cashier’s check, bank draft or money order payable to the order
of the Company, subject to Section 20(k) hereof, the Rights Agent shall, thereupon promptly (i) (A) requisition
from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer
agent for such shares) certificates representing the total number of one-millionths of a share of Preferred Stock
to be purchased (and the Company hereby irrevocably authorizes and directs its transfer agent to comply with
all such requests) or (B) if the Company shall have elected to deposit any shares of Preferred Stock issuable
upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary
receipts representing such number of one-millionths of a share of Preferred Stock as are to be purchased (and
the Company hereby irrevocably authorizes and directs such depositary agent to comply with all such
requests), (ii) after receipt of such certificates (or depositary receipts, as the case may be) cause the same to
be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name
or names as may be designated by such holder, (iii) when necessary, requisition from the Company or any
transfer agent therefor of certificates representing the number of equivalent shares to be issued in lieu of the
issuance of shares of Common Stock, as the case may be, in accordance with the provisions of
Section 11(a)(iii) when necessary, after receipt of such certificates, cause the same to be delivered to or upon
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