XM Radio 2009 Annual Report Download - page 73

immediately prior to, but not including, such date; provided, however, that in the event that the Current Per
Share Market Price of the Security is determined during a period following the announcement by the issuer of
such Security of (A) a dividend or distribution on such Security payable in shares of such Security or
securities convertible into such shares (other than the Rights) or (B) any subdivision, combination or
reclassification of such Security, and prior to the expiration of 30 Trading Days after, but not including, the
ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately
adjusted to take into account ex-dividend trading or to reflect the current per share market price per share
equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case
no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system with respect to securities listed or
admitted to trading on the Nasdaq or, if the Security is not listed or admitted to trading on the Nasdaq, as
reported in the principal consolidated transaction reporting system with respect to securities listed on the
principal national securities exchange on which the Security is listed or admitted to trading or, if the Security
is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq
or such other system then in use, or, if on any such date the Security is not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a professional market maker making a market
in the Security selected by the Board. If the Security is not publicly held or not so listed or traded, or is not
the subject of available bid and asked quotes, the Current Per Share Market Price of such Security shall mean
the fair value per share as determined in good faith by the Board, whose determination shall be described in a
statement filed with the Rights Agent.
(ii) For the purpose of any computation hereunder, the “Current Per Share Market Price” of shares of the
Preferred Stock shall be determined in accordance with the method set forth above in Section 11(d)(i) other
than the last sentence thereof. If the Current Per Share Market Price of Preferred Stock cannot be determined
in the manner provided above, it shall be conclusively deemed to be an amount equal to the current per share
market price of the shares of Common Stock multiplied by one million (as such number may be appropriately
adjusted to reflect events such as stock splits, stock dividends, recapitalizations or similar transactions relating
to the shares of Common Stock occurring after the date of this Agreement). If neither the Common Stock nor
the Preferred Stock are publicly held or so listed or traded, or the subject of available bid and asked quotes,
“Current Per Share Market Price” of the Preferred Stock shall mean the fair value per share as determined in
good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent.
For all purposes of this Agreement, the current per share market price of one one-millionth of a Preferred
Share will be equal to the current per share market price of one Preferred Share divided by one million.
(e) Except as set forth below, no adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any
adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the
nearest cent or to the nearest one-millionth of a share of Preferred Stock or one-millionth of a share of
Common Stock or other security, as the case may be. Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the
date of the transaction which requires such adjustment and (ii) the Expiration Date.
(f) If as a result of an adjustment made pursuant to Section 11(a), the holder of any Right thereafter
exercised becomes entitled to receive any securities of the Company other than shares of Preferred Stock,
thereafter the number and/or kind of such other securities so receivable upon exercise of any Right (and/or the
Purchase Price in respect thereof) shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the shares of Preferred Stock (and the
Purchase Price in respect thereof) contained in this Section 11, and the provisions of Sections 7, 9, 10 and 14
with respect to the shares of Preferred Stock (and the Purchase Price in respect thereof) shall apply on like
terms to any such other securities (and the Purchase Price in respect thereof).
A-14