TiVo 2006 Annual Report Download - page 216

(e) Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it except in connection with Permitted
Acquisitions.
(f) Sales, Etc., of Assets. Sell, lease, transfer or otherwise dispose of any assets, or grant any option or other right to purchase, lease or otherwise
acquire any assets of the Company or any other TiVo Party, except:
(i) sales of Inventory in the ordinary course of its business;
(ii) licenses and similar arrangements for the use of their assets in the ordinary course of business; and
(iii) sales or assignments of assets for cash and for fair value in an aggregate amount not to exceed $5,000,000 in any Fiscal Year.
(g) Investments in Other Persons. Make or hold any Investment in any Person including in any existing or future Subsidiary, except:
(i) Investments by the Company in Cash Equivalents;
(ii) Investments by the Company in Hedge Agreements permitted under Section 6.02(c)(i);
(iii) Investments held by the Company in the form of short-term marketable securities or in compliance with the Company's then current
investment policy, which shall be substantially identical to the investment policy as in effect on the Closing Date;
(iv) Investments pursuant to the Company's right of participation in new securities as provided by (A) the agreement listed as item 43 on
Schedule 5.23 hereto, not exceeding an aggregate amount equal to $10,000,000 and (B) any other investment rights agreement that the Company is
party to as of the Closing Date or any other investment rights agreement to be entered into by the Company pursuant to an Investment permitted by
the terms of this Agreement, not exceeding an aggregate amount equal to $1,000,000;
(v) Permitted Acquisitions;
(vi) other Investments not exceeding an aggregate amount equal to $1,000,000 at any one time outstanding;
(vii) Existing Investments in Subsidiaries; and
(viii) Investments consisting of intercompany loans permitted by Section 6.02(c).
48