Exhibit
4.10
SECOND AMENDMENT TO RIGHTS
AGREEMENT
SECOND AMENDMENT, dated as of
April 12, 2006 (the “Second Amendment”), to the
Rights Agreement, dated as of January 16, 2001 (the
“Rights Agreement”), between TiVo Inc., a Delaware
corporation (the “Company”), and Wells Fargo Shareowner
Services (the “Rights Agent”), as amended by the First
Amendment thereto, dated as of February 20, 2001. Capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Rights Agreement. All section and exhibit
references are to sections and exhibits of the Rights
Agreement.
WHEREAS, pursuant to
Section 26, the Company and the Rights Agent may from time to
time supplement or amend any provision of the Rights Agreement in
accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of
the foregoing premises and mutual agreements set forth in this
Second Amendment, the parties hereby amend the Rights Agreement as
follows:
1. Section 1.1 is hereby
amended and restated in its entirety as follows:
“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,
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 an Exempt Person. 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 more of the Common Shares of the Company then outstanding;
provided, however , that if any Person shall become the
Beneficial Owner of 15% or more of the Common Shares of the Company
then outstanding solely by reaso
