TiVo 2009 Annual Report Download - page 39

Table of Contents
On January 9, 2001, our Board of Directors adopted a Rights Agreement. Our Rights Agreement was last amended on January 26, 2010. Each share of
our common stock has attached to it a right to purchase one one-hundredth of a share of our Series B Junior Participating Preferred Stock at a price of $60 per
one one-hundredth of a preferred share. Subject to limited exceptions, the rights will become exercisable following the tenth day after a person or group
announces the acquisition of 15% or more of our common stock, and thereby becomes an "acquiring person," or announces commencement of a tender offer
or exchange offer, the consummation of which would result in the ownership by the person or group of 15% or more of our common stock. In the event that a
person becomes an "acquiring person" or if we are the surviving corporation in a merger with an "acquiring person" and the shares of our common stock were
not changed or exchanged, the rights will thereafter become exercisable for a number of shares of our common stock equal to two times the then current
purchase price of the right. On January 26, 2010, we provided a limited exemption from the Rights Plan's definition of Acquiring Person for BlackRock Inc.
and its affiliates and associates to acquire up to 16.99% of our common stock. This limited exemption for BlackRock to the definition of Acquiring Person
shall continue, unless otherwise amended by our Board, until the earliest of (a) such time as BlackRock ceases to beneficially own 10% or more of our
common stock, (b) BlackRock Inc. or any parent entity is subject to a change of control or (c) BlackRock reports or is required to report on Schedule 13D (or
any successor or comparable report) its beneficial ownership of our common stock. The rights are not exercisable as of the date of this filing. We will be
entitled to redeem the rights at $0.01 per right at any time prior to the time that a person or group becomes an acquiring person.
These provisions of Delaware law, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and our Rights
Agreement could make it more difficult for us to be acquired by another company, even if our acquisition is in the best interests of our stockholders. Any
delay or prevention of a change of control or change in management could cause the market price of our common stock to decline.
In the future, our revenues and operating results may fluctuate significantly, which may adversely affect the market price of our common
stock.
We expect our revenues and operating results to fluctuate significantly due to a number of factors, many of which are outside of our control. Therefore,
you should not rely on period-to-period comparisons of results of operations as an indication of our future performance. It is possible that in some periods our
operating results may fall below the expectations of market analysts and investors. In such event, the market price of our common stock would likely fall.
Factors that may affect our annual operating results include:
• demand for TiVo-enabled DVRs and the TiVo service;
• the timing and introduction of new services and features on the TiVo service;
• seasonality and other consumer and advertising trends;
• changes in revenue sharing arrangements with our strategic relationships;
• entering into new or terminating existing strategic partnerships;
• changes in our pricing policies, the pricing policies of our competitors and general pricing trends in the consumer electronics market;
• timing of revenue recognition under our agreements;
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