XM Radio 2009 Annual Report Download - page 81

(m) The provisions of this Section 20 shall survive the exercise, exchange, redemption or expiration of
the Rights, the resignation, replacement or removal of the Rights Agent and the termination of this Agreement.
SECTION 21 Change of Rights Agent
The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days’ written notice mailed to the Company, and to each transfer agent of the
shares of Common Stock and Preferred Stock known to the Rights Agent, respectively, by registered or
certified mail, and, if such resignation occurs after the Distribution Date, to the registered holders of the Rights
Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent
upon thirty (30) days’ written notice, mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the shares of Common Stock and the Preferred Stock, by registered or
certified mail, and, if such removal occurs after the Distribution Date, to the holders of the Rights Certificates
by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall, in its sole discretion, appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent
or by the holder of a Rights Certificate (who shall, with such notice, submit his Rights Certificate for
inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the
laws of the United States or of the State of New York or of any other state of the United States, in good
standing, which is authorized under such laws to exercise corporate trust, stock transfer or shareholder services
powers and which has at the time of its appointment as Rights Agent a combined capital and surplus of at
least $50,000,000 or (b) an affiliate of a Person described in clause (a) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute
and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor
Rights Agent and each transfer agent of the shares of Common Stock and the Preferred Stock, and, if such
appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the
Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.
SECTION 22 Issuance of New Rights Certificates
(a) Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved
by the Board to reflect any adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Rights Certificates made in accordance with the
provisions of this Agreement.
(b) In addition, in connection with the issuance or sale by the Company of shares of Common Stock
following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares
of Common Stock so issued or sold pursuant to the exercise, exchange or conversion of securities (other than
Rights) issued prior to the Distribution Date which are exercisable or exchangeable for, or convertible into,
shares of Common Stock (including without limitation all shares of Series B-1 Preferred Stock) and (ii) subject
to the last sentence of this Section 22, may, in any other case, if deemed necessary or appropriate by the
Board, issue Rights in the form of Rights Certificates representing the appropriate number of Rights as would
have been issued in respect of such shares of Common Stock if they had been issued or sold prior to the
Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided,
however, that (i) except in the case of any shares of Common Stock issuable upon the conversion of shares of
Series B-1 Preferred Stock, no such Right or Rights Certificate shall be issued pursuant to this sentence if, and
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