TiVo 2006 Annual Report Download - page 217

(h) Restricted Payments. (i) Declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity
Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, (ii) make any
distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or
(iii) issue or sell any Equity Interests or accept any capital contributions, except that:
(A) the Company may declare and make dividend payments or other distributions payable solely in the common stock of the Company;
(B) (I) the Company may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity Interests and (II) the Company may purchase, redeem or otherwise
acquire for value "Rights" (as defined in the Rights Plan) to purchase Series B Junior Participating Preferred Stock issued pursuant to the Rights
Plan in accordance with the provisions of such plan; provided, that in no event shall the redemption or purchase price for such Rights exceed $.01
per Right unless the Administrative Agent and Lenders otherwise agree in writing;
(C) the Company may issue or sell common stock, securities exchangeable into common stock (including but not limited to, incentive stock
options, nonstatutory stock options, rights to acquire restricted common stock and stock appreciation rights in respect of common stock, each as may
be authorized under the Company's Amended and Restated 1999 Equity Incentive Plan, Amended and Restated 1999 Employee Stock Purchase Plan
and Amended and Restated 1999 Non-Employee Director Stock Option Plan), restricted common stock and warrants to purchase common stock and
the Company may accept capital contributions; provided, that the foregoing shall specifically exclude convertible preferred stock and any
convertible debt;
(D) so long as no Event of Default or Potential Event of Default has occurred and is continuing, the Company may repurchase shares of its
restricted common stock issued pursuant to any of the Company's equity incentive plans from any officers, directors and employees of the Company
or their assigns, estates or heirs upon the death, retirement or termination of employment of such Persons, in an amount not to exceed $1,500,000 in
the aggregate in any Fiscal Year and $4,500,000 in the aggregate after the Closing Date; and
(E) (I) the Company may issue Series B Junior Participating Preferred Stock in accordance with the Rights Plan as in effect on the date hereof
and as may be amended as permitted hereunder, (II) the Company may issue "Rights" (as defined under the Rights Plan) in accordance with the
Rights Plan as in effect on the date hereof and as may be amended as permitted hereunder and (III) the Company may declare and make dividend
payments in respect of such preferred stock in accordance with the Company's Certificate of Designations of the Series B Junior Participating
Preferred Stock dated January 16, 2001, as corrected by a Certificate of Correction dated January 17, 2001 and as in effect on the date hereof and as
may be amended as permitted hereunder; provided, that in no event shall the cash dividend paid in respect of such preferred stock exceed $1.00 per
preferred share per quarter unless the Administrative Agent and Lenders otherwise agree in writing.
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