TiVo 2009 Annual Report Download - page 123

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(iii) which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof), or any other Person with
whom such Person is Acting in Concert (or any Affiliate or Associate thereof), with whom 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), has an agreement, arrangement or
understanding to act together for the purpose of acquiring, holding, voting or disposing of any securities of the Company (except that a Person shall not
be deemed to be the Beneficial Owner of any security under this Section 1.3(iii) 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); or
(iv) of which such Person would otherwise be deemed to be the beneficial owner pursuant to Rule 13d-3 under the Exchange Act.
A Person who or which, together with all Affiliates and Associates of such Person, and together with any other Person with whom such Person is
Acting in Concert (or any Affiliate or Associate thereof), shall be the "Beneficial Owner" (within the meaning of Sections 1.3(i) through 1.3(iv) hereof)
of 5% or more of the Common Stock then outstanding, shall also be deemed to be the "Beneficial Owner" of, to have "Beneficial Ownership" of or to
"Beneficially Own" the full notional amount of any securities that, directly or indirectly, underlie any "derivative security" (as such term is defined in
Rule 16a-1(c) under the Exchange Act) that constitutes a "call equivalent position" (as such term is defined in Rule 16a-1(b) under the Exchange Act)
("Synthetic Equity Position") and that is, directly or indirectly, held or maintained by such Person, any Affiliate or Associate of such Person, or any
other Person with whom such Person is Acting in Concert (or any Affiliate or Associate thereof); provided that, for the purposes of the definition of
Synthetic Equity Position, the term "derivative security" shall also include any security or instrument that would not otherwise constitute a "derivative
security" as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming
determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into
which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately
convertible or exercisable at the time of such determination; and, provided, further, that any Person satisfying the requirements of Rule 13d-1(b)(1)
(other than a Person that so satisfies Rule 13d-1(b)(1) solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to Beneficially Own the notional
amount of any securities that underlie a Synthetic Equity Position held by such Person as a hedge with respect to a bona fide derivatives trade or
position of such Person arising in the ordinary course of such Person's business as a derivatives dealer.
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