XM Radio 2009 Annual Report Download - page 69

delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary
receipts representing securities issued upon the exercise of Rights in a name other than that of, the registered
holder of the Rights Certificate evidencing Rights surrendered for exercise, or to issue or deliver any
certificates or depositary receipts representing securities issued upon the exercise of any Rights until any such
tax or charge has been paid (any such tax or charge being payable by the holder of such Rights Certificate at
the time of surrender) or until it has been established to the Company’s and the Rights Agent’s reasonable
satisfaction that no such tax or charge is due.
(e) If the Company determines that registration under the Securities Act is required, then the Company
shall use commercially reasonable efforts (i) to file, as soon as practicable after the Distribution Date, on an
appropriate form, a registration statement under the Securities Act with respect to the securities issuable upon
exercise of the Rights, (ii) to cause such registration statement to become effective as soon as practicable after
such filing and (iii) to cause such registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no
longer exercisable for such securities and (B) the Expiration Date. The Company shall also take such action as
may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states
in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of
time not to exceed 90 days, the exercisability of the Rights in order to prepare and file such registration
statement and to permit it to become effective or to qualify the rights, the exercise thereof or the issuance of
shares of Preferred Stock, Common Stock, or other securities upon the exercise thereof under state securities
or “blue sky” laws. Upon any such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect. In addition, if the Company determines that a registration
statement or other document should be filed under the Securities Act or any state securities laws following the
Distribution Date, the Company may temporarily suspend the exercisability of the Rights, for a period of time
not to exceed 90 days, in each relevant jurisdiction until such time as a registration statement has been
declared effective or any such other document filed and, if required, approved, and, upon any such suspension,
the Company shall issue a public announcement stating that the exercisability of the rights has been
temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.
Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable in any
jurisdiction if the requisite registration or qualification in such jurisdiction has not been effected or the
exercise of the Rights is not permitted under applicable law. The Company shall notify the Rights Agent in
writing whenever it makes a public announcement pursuant to this Section 9(e) and give the Rights Agent a
copy of such announcement.
(f) Notwithstanding anything in this Agreement to the contrary, after the later of the Stock Acquisition
Date and the Distribution Date, the Company shall not take (or permit any Subsidiary to take) any action if at
the time such action is taken it is reasonably foreseeable that such action shall eliminate or otherwise diminish
the benefits intended to be afforded by the Rights.
(g) In the event that the Company is obligated to issue other securities of the Company and/or pay cash
pursuant to Sections 7, 11, 14 or 24 it shall make all arrangements necessary so that such other securities
and/or cash are available for distribution by the Rights Agent, if and when necessary to comply with this
Agreement.
SECTION 10 Record Date
Each Person in whose name any certificate for a number of one-millionths of a share of Preferred Stock
(or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of such shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated,
the date upon which the Rights Certificate representing such Rights was duly surrendered and payment of the
Purchase Price (and all applicable taxes and charges) was duly made; provided, however, that if the date of
such surrender and payment is a date upon which the transfer books of the Company for shares of Preferred
Stock (or Common Stock and/or other securities, as the case may be) are closed, such Person shall be deemed
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