XM Radio 2009 Annual Report Download - page 89

Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series C Preferred. In the event that the Company at any time (i) declares a
dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the
outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller
number of shares or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of
Common Stock (including any such reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), then, in each such case and regardless of whether any
shares of Series C Preferred are then issued or outstanding, the amount to which holders of shares of Series C
Preferred would otherwise be entitled immediately prior to such event will be correspondingly adjusted by
multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(b) The Company will declare a dividend on the Series C Preferred as provided in paragraph (a) of this
Section 2 immediately after it declares a dividend on the Common Stock (other than a dividend payable in
shares of Common Stock). Each such dividend on the Series C Preferred will be payable immediately prior to
the time at which the related dividend on the Common Stock is payable.
(c) Dividends will accrue, and be cumulative, on outstanding shares of Series C Preferred from the
Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such
shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares
will accrue from the date of the first issuance of a share of Series C Preferred or (ii) the date of issue is a
Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series C
Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events
such dividends will accrue, and be cumulative, from such Dividend Payment Date. Accrued but unpaid
dividends will cumulate from the applicable Dividend Payment Date but will not bear interest. Dividends paid
on the shares of Series C Preferred in an amount less than the total amount of such dividends at the time
accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares
at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series C
Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be
not more than 60 calendar days prior to the date fixed for the payment thereof.
SECTION 3Voting Rights.
The holders of shares of Series C Preferred shall have the following voting rights:
(a) Subject to the provision for adjustment hereinafter set forth and except as otherwise provided in the
Certificate of Incorporation or required by law, each share of Series C Preferred shall entitle the holder thereof
to 1,000,000 votes, on all matters upon which the holders of the Common Stock of the Company are entitled
to vote. In the event the Company shall at any time after the Record Date declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case
the number of votes per share to which holders of shares of Series C Preferred were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to such event.
(b) Except as otherwise provided herein, in the Certificate of Incorporation or in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, and except as otherwise required by
law, the holders of shares of Series C Preferred and the holders of shares of Common Stock and any other
capital stock of the Company having general voting rights shall vote together as one class on all matters
submitted to a vote of stockholders of the Company.
A-30