XM Radio 2009 Annual Report Download - page 77

shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares
unless and until the Rights Agent shall have received such a certificate and sufficient monies.
SECTION 15 Rights of Action
(a) All rights of action in respect of this Agreement, excepting the rights of action given to the Rights
Agent hereunder, are vested in the respective registered holders of the Rights Certificates (and, prior to the
Distribution Date, the registered holders of shares of Common Stock); and any registered holder of any Rights
Certificate (or, prior to the Distribution Date, of the shares of Common Stock), without the consent of the
Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Date, of the shares
of Common Stock), may, in his own behalf and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and
in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach
by the Company of this Agreement and shall be entitled to specific performance of the obligations hereunder
and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of
any Person subject to this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights
Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other
order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or
by a governmental regulatory, self-regulatory or administrative agency or commission, or any statute, rule,
regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise
restraining performance of such obligation; provided, however that the Company shall use commercially
reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned
as soon as possible.
SECTION 16 Agreement of Rights Holders
Every holder of a Right consents and agrees with the Company and the Rights Agent and with every
other holder of a Right that:
(a) prior to the Distribution Date, the Rights shall be transferable only in connection with the
transfer of shares of Common Stock;
(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of
the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purposes,
duly endorsed and accompanied by a properly executed instrument of transfer with the appropriate forms
and certificates fully executed;
(c) the Company and the Rights Agent may deem and treat the person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated Common Stock share certificate) is registered
as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Rights Certificates or the associated Common Stock share certificate made
by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) such holder expressly waives any right to receive any fractional Rights and any fractional
securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.
SECTION 17 Rights Certificate Holder Not Deemed a Stockholder
No holder, of any Rights Certificate, by means of such possession, shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one-millionths of a share of Preferred
Stock or any other securities of the Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer
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