TiVo 2009 Annual Report Download - page 121

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"1.1.1. "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, and together with any other Person with whom such Person is Acting in Concert (as such term is
hereinafter defined) (or any Affiliate or Associate thereof), 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 (i) an Exempt Person or (ii) any Designated Holder, unless and until such time
as such Designated Holder shall become the Beneficial Owner of 17% or more of the Common Shares of the Company then outstanding; provided that
no Designated Holder shall become an "Acquiring Person" due to any acquisition of Beneficial Ownership (as such term is hereinafter defined) or other
effect by reason of or due to any action taken by the Company (including, without limitation, repurchases of securities or dividends on equity
securities). "Designated Holder" shall mean BlackRock Inc., together with all of its Affiliates and Associates ("BlackRock"), until the earliest of
(a) such time as BlackRock ceases to Beneficially Own (as such term is hereinafter defined) 10% or more of the Common Shares of the Company,
(b) such time as BlackRock Inc. or any Parent (as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on
the date of this Agreement) is subject to a change of control as determined by the Board in its sole discretion, or (c) such time as BlackRock reports or
is required to report on Schedule 13D (or any successor or comparable report) its Beneficial Ownership of Common Shares of the Company.
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, in
the case of a Designated Holder, 17%) or more of the Common Shares of the Company then outstanding; provided, however, that if (a) any Person
other than a Designated Holder 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; and (b) any Designated Holder shall become the Beneficial Owner of 17% 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 Designated Holder shall be deemed to be an "Acquiring Person" unless upon
becoming the Beneficial Owner of such additional shares of Common Stock such Designated Holder does not Beneficially Own 17% 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 1.1.1, 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 of this Section 1.1.1, then such Person shall not be deemed to
be or have become an "Acquiring Person" at any time for any purposes of this Agreement. For all purposes of this Agreement, any calculation of the
number of Common Shares outstanding at any particular time (from the adoption of this Agreement and thereafter), including for purposes of
determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of this Agreement, without regard to the 60-day limitation in Rule 13d-3(d)(1)(i)."
2. A new Section 1.1.2 is hereby added to the Rights Agreement immediately following Section 1.1.1, to read in its entirety as follows:
"1.1.2. A Person shall be deemed to be "Acting in Concert" with another Person if such Person knowingly acts (whether or not pursuant to an express
agreement, arrangement or understanding) in concert or in parallel with such other Person, or towards a common goal with such other Person, relating
to changing or influencing the control of the Company or in connection with or as a participant in any transaction having that purpose or effect, where
(i) each Person is conscious of the other Person's conduct and this awareness is an element in their decision-making processes and (ii) at least one
additional factor supports a determination by the Board that such Persons intended to act in concert or in parallel, which such additional factors may
include, without limitation, exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert or
in parallel. A Person who is Acting in Concert with another Person shall also be deemed to be Acting in Concert with any third party who is also acting
in concert with such other Person.
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