XM Radio 2009 Annual Report Download - page 72

Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares
and/or to decide the appropriate form of distribution to be made pursuant to such second sentence and to
determine the value thereof. In the event of 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announcement at such time as the suspension is no longer in effect.
(b) If the Company fixes a record date for the issuance of rights, options or warrants to all holders of
shares of Preferred Stock entitling them (for a period expiring within 45 calendar days after but not including
such record date) to subscribe for or purchase shares of Preferred Stock (or securities having equivalent rights,
privileges and preferences as the shares of Preferred Stock (for purposes of this Section 11(b), “Equivalent
Preferred Stock”)) or securities convertible into shares of Preferred Stock or Equivalent Preferred Stock at a
price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a
security convertible into shares of Preferred Stock or Equivalent Preferred Stock) less than the Current Per
Share Market Price of the shares of Preferred Stock (determined pursuant to Section 11(d)) on such record
date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the numerator of which is the number of
shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock which
the aggregate offering price of the total number of shares of Preferred Stock and/or Equivalent Preferred Stock
so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered)
would purchase at such Current Per Share Market Price and the denominator of which is the number of shares
of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock
and/or Equivalent Preferred Shares to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible); provided, however, that in no event shall the consideration
to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock
issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all
of which is in a form other than cash, the value of such consideration shall be as determined in good faith by
the Board, whose determination shall be described in a written statement filed with the Rights Agent. Shares
of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made successively whenever such a record date is
fixed, and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.
(c) If the Company fixes a record date for the making of a distribution to all holders of shares of
Preferred Stock (including any such distribution made in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a
regular periodic cash dividend), assets, stock (other than a dividend payable in shares of Preferred Stock) or
subscription rights, options or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be
in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which is the Current Per Share Market Price of the
shares of Preferred Stock (as determined pursuant to Section 11(d)) on such record date or, if earlier, the date
on which shares of Preferred Stock begin to trade on an ex-dividend or when issued basis for such distribution,
less the fair market value (as determined in good faith by the Board, whose determination shall be described
in a written statement filed with the Rights Agent) of the portion of the evidences of indebtedness, cash, assets
or stock so to be distributed or of such subscription rights, options or warrants applicable to one share of
Preferred Stock, and the denominator of which is such Current Per Share Market Price of the shares of
Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of
one Right but less than the aggregate par value of the shares of capital stock issuable upon exercise of one
Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that
such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.
(d) (i) For the purpose of any computation hereunder, the “Current Per Share Market Price” of any
security (a “Security” for purposes of this Section 11(d)(i) only) on any date shall be deemed to be the average
of the daily closing prices per share of a share of the Common Stock for the 30 consecutive Trading Days
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