XM Radio 2009 Annual Report Download - page 68

the order of the registered holder of such Rights Certificate, registered in such name or names as may be
designated by such holder, (v) when necessary, requisition from the Company of the amount of cash to be paid
in lieu of the issuance of fractional shares in accordance with the provisions of Section 14 hereof, and
(vi) when necessary, after receipt, deliver such cash to the registered holder of such Rights Certificate.
(c) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced
thereby, the Rights Agent shall prepare, execute and deliver a new Rights Certificate evidencing Rights
equivalent to the Rights remaining unexercised to the registered holder of such Rights Certificate or to his
duly authorized assigns, subject to the provisions of Section 14 hereof.
(d) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the
Company shall be obligated to undertake any action with respect to any purported transfer, split up,
combination or exchange of any Rights Certificate pursuant to Section 6 or exercise or assignment of a Rights
Certificate as set forth in this Section 7 unless the registered holder of such Rights Certificate shall have
(i) properly completed and duly signed the certificate following the form of assignment or the form of election
to purchase, as applicable, set forth on the reverse side of the Rights Certificate surrendered for such transfer,
split up, combination, exchange, exercise or assignment and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby
and Affiliates and Associates thereof as the Company or the Rights Agent may reasonably request.
SECTION 8Cancellation and Destruction of Rights Certificates
All Rights Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange
shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or
in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates
shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The
Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Rights Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at
the written request of the Company, destroy such cancelled Rights Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.
SECTION 9Company Covenants Concerning Securities and Rights
(a) The Company covenants and agrees that it shall cause to be reserved, authorized for issuance and
kept available out of its authorized and unissued shares of Preferred Stock, and/or other securities, or any
shares of any such security of the Company held in its treasury, a number of shares of Preferred Stock (or any
other security of the Company as may be applicable at the time of exercise) that shall be sufficient to permit
the exercise in full of all outstanding Rights in accordance with Section 7.
(b) The Company covenants and agrees so long as the shares of Preferred Stock (and, following the
occurrence of any Person becoming an Acquiring Person, shares of Common Stock and/or other securities)
issuable upon the exercise of the Rights may be listed on any national securities exchange, or quoted on
Nasdaq, it shall endeavor to cause, from and after such time as the Rights become exercisable, all securities
reserved for issuance upon the exercise of Rights to be listed on such exchange, or quoted on the Nasdaq,
upon official notice of issuance upon such exercise.
(c) The Company covenants and agrees it will take all such actions as may be necessary to ensure that
all shares of Preferred Stock (and, following the occurrence of any Person becoming an acquiring Person
shares of Common Stock and/or other securities) delivered upon exercise of Rights, at the time of delivery of
the certificates for such securities, shall be (subject to payment of the Purchase Price) duly authorized, validly
issued, fully paid and nonassessable securities.
(d) The Company covenants and agrees it will pay when due and payable any and all federal or state
taxes and charges that may be payable in respect of the issuance or delivery of the Rights Certificates and of
any certificates representing securities issued upon the exercise of Rights; provided, however, that the
Company shall not be required to pay any tax or charge which may be payable in respect of any transfer or
A-9