XM Radio 2009 Annual Report Download - page 74

(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase
Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of
one-millionths of a share of Preferred Stock issuable from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided herein.
(h) Unless the Company has exercised its election as provided in Section 11(i), upon each adjustment of
the Purchase Price pursuant to Section 11(b) or Section 11(c), each Right outstanding immediately prior to the
making of such adjustment shall evidence the right to purchase, at the adjusted Purchase Price, that number of
one-millionths of a share of Preferred Stock (calculated to the nearest one-millionth of a share of Preferred
Stock) obtained by (i) multiplying (x) the number of one-millionths of a share of Preferred Stock issuable
upon exercise of a Right immediately prior to such adjustment of the Purchase Price by (y) the Purchase Price
in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained
by the Purchase Price in effect immediately after such adjustment of the Purchase Price.
(i) The Company may elect, on or after the date of any adjustment of the Purchase Price, to adjust the
number of Rights in substitution for any adjustment in the number of one-millionths of a share of Preferred
Stock issuable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one-millionths of a share of Preferred Stock for which
a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one
hundred-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. The
Company shall also, as promptly as practicable, notify the Rights Agent in writing of same and give the Rights
Agent a copy of such announcement. Such record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but if the Rights Certificates have been issued, such record date shall be at least
10 calendar days later than, but not including, the date of the public announcement. If Rights Certificates have
been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall,
as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record
date Rights Certificates evidencing, subject to the provision of Section 14, the additional Rights to which such
holders are entitled as a result of such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement for the Rights Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof if required by the Company, new Rights
Certificates evidencing all the Rights to which such holders are entitled after such adjustment. Rights
Certificates so to be distributed shall be issued, executed and delivered by the Company, and countersigned
and delivered by the Rights Agent in the manner provided for herein (and may bear, at the option of the
Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.
(j) Without respect to any adjustment or change in the Purchase Price and/or the number and/or kind of
securities issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the number and kind of securities which were expressed in the
initial Rights Certificate issued hereunder.
(k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-
millionth of the then par value, if any, of the shares of Preferred Stock or below the then par value, if any, of
any other securities of the Company issuable upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly
and legally issue fully paid and nonassessable shares of Preferred Stock or such other securities, as the case
may be, at such adjusted Purchase Price.
(l) In any case in which this Section 11 otherwise requires that an adjustment in the Purchase Price be
made effective as of a record date for a specified event, the Company may elect to defer (with prompt written
notice thereof to the Rights Agent) until the occurrence of such event the issuance to the holder of any Right
A-15