XM Radio 2009 Annual Report Download - page 85

the approval of any holders Rights, any such supplement or amendment to be evidenced by a writing signed
by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable
pursuant to Section 23, the Company may and the Rights Agent shall, if the Company so directs, supplement
or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii)
to correct or supplement any provision contained herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to amend or supplement the
provisions hereunder in any manner which the Company may deem necessary or desirable; provided, however,
that no such supplement or amendment shall adversely affect the interests of the holders of Rights (other than
an Acquiring Person or any Affiliate or Associate of an Acquiring Person), and no such amendment may cause
the Rights again to become redeemable or cause this Rights Agreement again to become amendable other than
in accordance with this sentence. Upon the delivery of a certificate from an appropriate officer of the Company
which states that the proposed supplement or amendment is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment. Notwithstanding anything herein to the
contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that
affects the Rights Agent’s own right, duties, obligations or immunities under this Agreement.
SECTION 28 Successors
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights
Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
SECTION 29 Determinations and Actions by the Board
(a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any
other class of capital stock outstanding at any particular time, including for purposes of determining the
particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act or the provisions of Section 382 of the Code or any successor or
replacement provision.
(b) The Board shall have the exclusive power and authority to administer this Agreement and to exercise
all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable
in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations and calculations deemed necessary or advisable
for the administration of this Agreement (including without limitation a determination to redeem or not redeem
the Rights or amend this Agreement).
(c) All such actions, calculations, interpretations and determinations (including, for purposes of clause (y)
below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall
(x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other
Persons, and (y) not subject the Board, or any of the directors on the Board to any liability to any Person,
including without limitation the Rights Agent and the holders of the Rights. The Rights Agent shall always be
entitled to assume that the Board acted in good faith and the Rights Agent shall be fully protected and shall
incur no liability in reliance thereon.
SECTION 30 Benefits of this Agreement
Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered
holders of shares of Common Stock) any legal or equitable right, remedy or claim under this Agreement; but
this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of shares of Common
Stock).
SECTION 31 Severability
If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions,
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