XM Radio 2009 Annual Report Download - page 91

each such case and regardless of whether any shares of Series C Preferred are then issued or outstanding, the
aggregate amount to which each holder 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.
SECTION 7Consolidation, Merger, Etc. In the event that the Company enters into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then, in each such case, each share of Series C
Preferred will at the same time be similarly exchanged for or changed into an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to one million (1,000,000) times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Company at any time (a) declares a
dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (b) subdivides the
outstanding shares of Common Stock, (c) combines the outstanding shares of Common Stock in a smaller
number of shares or (d) 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 set forth in the preceding sentence
with respect to the exchange or change of shares of Series C Preferred 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.
SECTION 8Redemption. The shares of Series C Preferred are not redeemable.
SECTION 9Rank. The Series C Preferred rank, with respect to the payment of dividends and the
distribution of assets, junior to all other series of the Company’s Preferred Stock, unless the terms of such
series shall so provide.
SECTION 10 Fractional Shares. Series C Preferred may be issued in fractions of a share that shall
entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of holders of Series C Preferred.
FURTHER RESOLVED, that the statements contained in the foregoing resolutions creating and designat-
ing the said Series C Junior Preferred Stock and fixing the number, powers, preferences and relative, optional,
participating, and other special rights and the qualifications, limitations, restrictions, and other distinguishing
characteristics thereof shall, upon the effective date of said series, be deemed to be included in and be a part
of the Certificate of Incorporation of the Company pursuant to the provisions of Sections 104 and 151 of the
DGCL.
[Remainder of page left intentionally blank]
A-32