TiVo 2005 Annual Report Download - page 108

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Exhibit 4.10
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of April 12, 2006 (the "Second Amendment"), to the Rights Agreement, dated as of January 16, 2001 (the "Rights
Agreement"), between TiVo Inc., a Delaware corporation (the "Company"), and Wells Fargo Shareowner Services (the "Rights Agent"), as amended by the
First Amendment thereto, dated as of February 20, 2001. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in
the Rights Agreement. All section and exhibit references are to sections and exhibits of the Rights Agreement.
WHEREAS, pursuant to Section 26, the Company and the Rights Agent may from time to time supplement or amend any provision of the Rights
Agreement in accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements set forth in this Second Amendment, the parties hereby amend
the Rights Agreement as follows:
1. Section 1.1 is hereby amended and restated in its entirety as follows:
"1.1. "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as
such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Common
Shares of the Company then outstanding but shall not include an Exempt Person. Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 15% or more of the Common Shares of the Company then outstanding; provided,
however, that if any Person shall become the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding solely by
reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of one or more
additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person" unless upon becoming the Beneficial
Owner of such additional shares of Common Stock such Person does not beneficially own 15% or more of the shares of Common Stock then
outstanding. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be
an "Acquiring Person," as defined pursuant to the foregoing provisions of this Section 1.1, has become such inadvertently (including, without
limitation, because (A) such Person was unaware that it beneficially owned a percentage of Common Stock that would otherwise cause such Person to
be an "Acquiring Person" or (B) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the
consequences of such Beneficial Ownership under this Agreement), and without any intention of changing or influencing control of the Company, and
such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, as
defined pursuant to the foregoing provisions