ISSUED AND
OUTSTANDING AND ENTITLED TO VOTE PRESENT THEREAT MAY ADJOURN SUCH MEETING FROM
TIME TO TIME UNTIL A QUORUM SHALL BE PRESENT.
(F)
STOCKHOLDERS' CONSENT IN LIEU OF MEETING.
ANY ACTION THAT HAS BEEN
AUTHORIZED, APPROVED OR CONSENTED TO BY THE BOARD AND IS REQUIRED OR PERMITTED
TO BE TAKEN AT ANY MEETING OF THE STOCKHOLDERS MAY BE TAKEN WITHOUT A MEETING,
WITHOUT PRIOR NOTICE AND WITHOUT A VOTE, IF A CONSENT IN WRITING, SETTING FORTH
THE ACTION SO TAKEN, SHALL BE SIGNED BY THE STOCKHOLDERS HOLDING THE REQUISITE
NUMBER OF SHARES FOR THE TAKING THE RELEVANT ACTION AND SUCH CONSENT IS FILED
WITH THE MINUTES OF THE PROCEEDINGS OF THE STOCKHOLDERS.
(G)
ACTION BY MEANS OF TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT.
ANY ONE
OR MORE STOCKHOLDERS MAY PARTICIPATE IN A MEETING OF THE STOCKHOLDERS BY MEANS
OF CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT BY MEANS OF WHICH
ALL PERSONS PARTICIPATING IN THE MEETING CAN HEAR EACH OTHER, AND PARTICIPATION
IN A MEETING BY SUCH MEANS SHALL CONSTITUTE PRESENCE IN PERSON AT SUCH MEETING.
SECTION 6.
TRANSFER OF BOARD DESIGNATION RIGHTS.
THE RIGHTS OF THE
STOCKHOLDERS TO DESIGNATE DIRECTORS HEREUNDER MAY NOT BE TRANSFERRED (AS
HEREINAFTER DEFINED) OTHER THAN PURSUANT TO SECTION 8.1(B)(III).
8
SECTION 7.
FINANCIAL AND OTHER INFORMATION.
THE COMPANY AGREES TO FURNISH TO TMI SUB, MSV INVESTORS AND MOTIENT SUB,
FOR SO
LONG AS SUCH STOCKHOLDER IS REQUIRED TO ACCOUNT FOR ITS INVESTMENT IN THE
COMPANY ON A CONSOLIDATED BASIS OR UNDER THE EQUITY METHOD OF ACCOUNTING
(DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE
UNITED STATES ("GAAP") CONSISTENTLY APPLIED), THE FOLLOWING FINANCIAL STATEMENTS
AND OTHER INFORMATION:
(I)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO LATER THAN 10 DAYS
PRIOR TO EACH DATE WHICH IS THE EARLIEST DATE ON WHICH A STOCKHOLDER IS REQUIRED
TO FILE A QUARTERLY REPORT ON FORM 10-Q UNDER SECTION 13(A) OR 15(D) OF THE
EXCHANGE ACT FOR EACH OF THE FIRST, SECOND AND THIRD QUARTERLY ACCOUNTING
PERIODS IN EACH FISCAL YEAR OF THE COMPANY, COPIES OF THE UNAUDITED CONSOLIDATED
AND CONSOLIDATING BALANCE SHEETS OF THE COMPANY AS OF THE END OF SUCH QUARTERLY
ACCOUNTING PERIOD, AND OF THE RELATED CONSOLIDATED AND CONSOLIDATING STATEMENTS
OF INCOME AND RETAINED EARNINGS AND CASH FLOWS FOR SUCH ACCOUNTING PERIOD AND
FOR THE PORTION OF THE FISCAL YEAR THEN ENDED, ALL IN REASONABLE DETAIL AND
STATING IN COMPARATIVE FORM THE UNAUDITED CONSOLIDATED AND CONSOLIDATING FIGURES
AS OF THE END OF AND FOR THE CORRESPONDING DATE AND PERIOD IN THE PREVIOUS
FISCAL YEAR, ALL CERTIFIED BY THE COMPANY'S CHIEF FINANCIAL OFFICER AS COMPLETE
AND CORRECT AND AS PRESENTING FAIRLY THE INFORMATION CONTAINED THEREIN IN
ACCORDANCE WITH GAAP, SUBJECT TO (X) RECURRING NON-MATERIAL CHANGES RESULTING
FROM YEAR-END AUDIT ADJUSTMENTS AND (Y) ABSENCE OF THE NOTES REQUIRED BY GAAP;
AND
(II)
AS SOON AS AVAILABLE AND IN ANY EVENT NO LATER THAN 15 DAYS PRIOR
TO EACH DATE WHICH IS THE EARLIEST DATE ON WHICH A STOCKHOLDER IS REQUIRED TO
FILE AN ANNUAL REPORT