XM Radio 2009 Annual Report Download - page 94

with any Person becoming an Acquiring Person pursuant to either (a) a transfer from an Acquiring Person to
holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (b) a transfer which the Board of Directors of the Company
has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding
certain provisions of the Rights Agreement, and subsequent transferees of any of such Persons, will be null
and void without any further action and any holder of such Rights will thereafter have no rights whatsoever
with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of
any Person becoming an Acquiring Person, no Rights Certificate will be issued that represents Rights that are
or have become null and void pursuant to the provisions of the Rights Agreement, and any Rights Certificate
delivered to the Rights Agent that represents Rights that are or have become null and void pursuant to the
provisions of the Rights Agreement will be canceled.
This Rights Certificate, with or without other Rights Certificates, may be exchanged for another Rights
Certificate or Rights Certificates entitling the holder to purchase a like number of one-millionths of a Preferred
Share (or other securities, as the case may be) as the Rights Certificate or Rights Certificates surrendered
entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender
hereof at the office or offices of the Rights Agent designated for such purpose, with the Form of Assignment
(if appropriate) and the related Certificate properly completed and duly executed.
Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be
redeemed by the Company at its option at a redemption price of $0.00001 per Right or may be exchanged in
whole or in part. The Rights Agreement may be supplemented and amended by the Company, as provided
therein.
The Company is not required to issue fractions of Preferred Shares (other than fractions which are
integral multiples of one one-millionth of a Preferred Share, which may, at the option of the Company, be
evidenced by depositary receipts) or other securities issuable, as the case may be, upon the exercise of any
Right or Rights evidenced hereby. In lieu of issuing such fractional Preferred Shares or other Securities, the
Company may make a cash payment, as provided in the Rights Agreement.
No holder of this Rights Certificate, as such, will be entitled to vote or receive dividends or be deemed
for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at
any time be issuable upon the exercise of the Right or Rights represented hereby, nor will anything contained
herein or in the Rights Agreement be construed to confer upon the holder hereof, as such, any of the rights of
a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to
receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights
Certificate have been exercised in accordance with the provisions of the Rights Agreement.
This Rights Certificate will not be valid or obligatory for any purpose until it has been countersigned by
the Rights Agent.
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