TiVo 2009 Annual Report Download - page 124
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No Person shall be deemed to be the "Beneficial Owner" of, to have "Beneficial Ownership" of or to "Beneficially Own" any securities which
such Person or any of such Person's Affiliates or Associates would otherwise be deemed to "Beneficially Own" pursuant to this Section 1.4 solely as a
result of any merger or other acquisition agreement between the Company and such Person (or one or more of such Person's Affiliates or Associates), or
any tender, voting or support agreement entered into by such Person (or one or more of such Person's Affiliates or Associates) in connection therewith,
if, prior to such Person becoming an Acquiring Person, the Board has approved such merger or other acquisition agreement, or such tender, voting or
support agreement.
No Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of such Person's status or authority as
such, to be the "Beneficial Owner" of, to have "Beneficial Ownership" of or to "Beneficially Own" any securities that are "Beneficially Owned" (as
defined in this Section 1.3), including, without limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or
employee of an Exempt Person.
"Right to Acquire" shall mean a legal, equitable or contractual right to acquire (whether directly or indirectly and whether exercisable
immediately, or only after the passage of time, compliance with regulatory requirements, fulfillment of a condition or otherwise), pursuant to any
agreement, arrangement or understanding, whether or not in writing (excluding customary agreements entered into in good faith with and between an
underwriter and selling group members in connection with a firm commitment underwriting registered under the Securities Act of 1933, as amended
(the "Securities Act")), or upon the exercise of any option, warrant or right, through conversion of a security, pursuant to the power to revoke a trust,
discretionary account or similar arrangement, pursuant to the power to terminate a repurchase or similar so-called "stock borrowing" agreement or
arrangement, or pursuant to the automatic termination of a trust, discretionary account or similar arrangement.
4. This Fourth Amendment shall be effective as of the date hereof and, except as expressly set forth herein, the Rights Agreement shall remain in full
force and effect and be otherwise unaffected hereby.
5. This Fourth Amendment may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all
such counterparts shall together constitute one and the same document.
[Signature Page Follows]
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