TiVo 2009 Annual Report Download - page 122

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No Person shall be deemed to be Acting in Concert with another Person solely as a result of (i) making or receiving a solicitation of, or granting
or receiving, revocable proxies or consents given in response to a public proxy or consent solicitation made pursuant to, and in accordance with,
Section 14(a) of the Exchange Act (as such term is hereinafter defined) by means of a solicitation statement filed on Schedule 14A, or (ii) soliciting or
being solicited for, or tendering or receiving, tenders of securities in a public tender or exchange offer made pursuant to, and in accordance with,
Section 14(d) of the Exchange Act by means of a tender offer statement filed on Schedule TO."
3. Section 1.3 is hereby amended and restated in its entirety as follows:
"1.3. A Person shall be deemed the "Beneficial Owner" of and shall be deemed to "Beneficially Own" or have "Beneficial Ownership" of any securities:
(i) which such Person or any of such Person's Affiliates or Associates, or any other Person with whom such Person is Acting in Concert (or any
Affiliate or Associate thereof), directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:
(A) voting power which includes the power to vote, or to direct the voting of, such security (except that a Person shall not be deemed to be the
Beneficial Owner of any security under this clause (A) if such voting power arises solely from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by means of a
solicitation statement filed on Schedule 14A), and/or (B) investment power which includes the power to dispose, or to direct the disposition of such
security;
(ii) which such Person or any of such Person's Affiliates or Associates, or any other Person with whom such Person is Acting in Concert (or any
Affiliate or Associate thereof), directly or indirectly, has the Right to Acquire; provided, however, that a Person shall not be deemed the Beneficial
Owner of, or to Beneficially Own, (w) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such
Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (x) securities which such Person has a Right to
Acquire upon the exercise of Rights at any time prior to the time that any Person becomes an Acquiring Person, or (y) securities issuable upon the
exercise of Rights from and after the time that any Person becomes an Acquiring Person if such Rights were acquired by such Person or any of such
Person's Affiliates or Associates prior to the Distribution Date or pursuant to Section 3.1 or Section 22 ("Original Rights") or pursuant to Section 11.9
or Section 11.15 with respect to an adjustment to Original Rights;
3