ROVI CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 4, 2015 0.500% Convertible Senior Notes due 2020Indenture • March 4th, 2015 • Rovi Corp • Patent owners & lessors • New York
INDENTURE dated as of March 4, 2015 between ROVI CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Rovi CorporationRovi Corp • March 4th, 2015 • Patent owners & lessors • New York
Rovi Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 0.500% Convertible Senior Notes due 2020 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $45,000,000 principal amount of its 0.500% Convertible Senior Notes due 2020 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 0.500% Convertible Senior Notes due 2020 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be issued pursuant to an Indenture expected to be dated as of March 4, 2015 (the “Indenture”) between the Company and U.S. Bank National Association, as
CREDIT AGREEMENT dated as of July 2, 2014, among ROVI CORPORATION, as Holdings ROVI SOLUTIONS CORPORATION and ROVI GUIDES, INC. as Borrowers, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC.,...Credit Agreement • July 3rd, 2014 • Rovi Corp • Patent owners & lessors • New York
This CREDIT AGREEMENT dated as of July 2, 2014, among ROVI SOLUTIONS CORPORATION, a Delaware corporation (“Rovi Solutions”), and ROVI GUIDES, INC., a Delaware corporation (“Rovi Guides”; each of Rovi Solutions and Rovi Guides, a “Borrower” and together, “Borrowers”), ROVI CORPORATION, a Delaware corporation, the GUARANTORS as defined herein, the LENDERS from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, FIFTH THIRD BANK and SUNTRUST ROBINSON HUMPHREY, INC., as joint bookrunners and lead arrangers (in such capacity, “Arrangers”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
SECTION 382 RIGHTS AGREEMENT dated as of April 28, 2016 between ROVI CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentSection 382 Rights Agreement • May 4th, 2016 • Rovi Corp • Patent owners & lessors • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of April 28, 2016 (this “Agreement”), is made and entered into by and between ROVI CORPORATION, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
ROVI CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENTExecutive Severance and Arbitration Agreement • August 31st, 2016 • Rovi Corp • Patent owners & lessors • California
THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of September 6, 2016 by and between Rovi Corporation, a Delaware corporation (the “Company”) and Pete Thompson (“Executive”).
August 17, 2006Macrovision Solutions CORP • May 5th, 2008 • Periodicals: publishing or publishing & printing • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by Macrovision Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
ROVI CORPORATION as Issuer AND The Bank of New York Mellon Trust Company, N.A. as Trustee Indenture Dated as of March 17, 2010 2.625% Convertible Senior Notes due 2040Rovi Corp • March 18th, 2010 • Periodicals: publishing or publishing & printing • New York
INDENTURE, dated as of March 17, 2010, between Rovi Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 2830 De La Cruz Boulevard, Santa Clara, CA 95050 and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
ROVI CORPORATION, TIVO CORPORATION AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 7, 2016First Supplemental Indenture • September 8th, 2016 • Rovi Corp • Patent owners & lessors • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of September 7, 2016 (this “Supplemental Indenture”), among ROVI CORPORATION, a Delaware corporation (the “Company”), TIVO CORPORATION, a Delaware corporation (f/k/a Titan Technologies Corporation) (the “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), to the Indenture, dated as of March 4, 2015 (the “Indenture”), between the Company and the Trustee.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 7, 2011, amended and restated as of March 29, 2012, among ROVI CORPORATION, as Holdings ROVI SOLUTIONS CORPORATION and ROVI GUIDES, INC. as Borrowers, THE GUARANTORS PARTY HERETO, as...Credit Agreement • March 29th, 2012 • Rovi Corp • Periodicals: publishing or publishing & printing • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 7, 2011, and amended and restated as of March 29, 2012, among ROVI SOLUTIONS CORPORATION, a Delaware corporation (“Rovi Solutions”), and ROVI GUIDES, INC., a Delaware corporation (“Rovi Guides”; each of Rovi Solutions and Rovi Guides, a “Borrower” and together, “Borrowers”), ROVI CORPORATION, a Delaware corporation, the GUARANTORS as defined herein, the LENDERS from time to time party hereto, J.P. MORGAN SECURITIES LLC and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers (in such capacity, “Arrangers”), J.P. MORGAN SECURITIES LLC, MORGAN STANLEY SENIOR FUNDING, INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as joint bookrunners (in such capacity, “Bookrunners”), MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., as documentation agent (in such capacity, “Documentation Agent”) and JPMORGAN CHASE BANK, N.A., as administrative age
Telephone No.: (408) 562-8400 Facsimile No.: (408) 567-1802Macrovision Solutions CORP • May 5th, 2008 • Periodicals: publishing or publishing & printing • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Macrovision Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
SHAREHOLDER AGREEMENTShareholder Agreement • December 27th, 2010 • Rovi Corp • Periodicals: publishing or publishing & printing • California
THIS SHAREHOLDER AGREEMENT (“Agreement”) is entered into as of December 22, 2010, by and between ROVI CORPORATION, a Delaware corporation (“Parent”), and the shareholder named on the signature page hereof (“Shareholder”).
ROVI CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENTExecutive Severance and Arbitration Agreement • March 13th, 2014 • Rovi Corp • Patent owners & lessors • California
THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of March 18, 2014 by and between Rovi Corporation, a Delaware corporation (the “Company”) and John Burke (“Executive”).
EQUITY PURCHASE AGREEMENT BY AND AMONG GEMSTAR-TV GUIDE INTERNATIONAL, INC., UV CORPORATION, TV GUIDE ENTERTAINMENT GROUP, INC., TVGN HOLDINGS, LLC, AND SOLELY WITH RESPECT TO SECTIONS 9.5, 9.7, 9.8 AND 9.9 AND ARTICLES XII AND XIII MACROVISION...Equity Purchase Agreement • March 2nd, 2009 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2008 (the “Agreement Date”) by and among Gemstar-TV Guide International, Inc., a Delaware corporation (“Seller”); UV Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Seller (“Stockholder”); the Company (as defined below); TVGN Holdings, LLC, a Delaware limited liability company (“Buyer”); and solely with respect to Sections 9.5, 9.7, 9.8 and 9.9 and Articles XII and XIII (Certain Tax Matters), Macrovision Solutions Corporation, a Delaware corporation (“Parent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION, TIVO INC., TITAN TECHNOLOGIES CORPORATION, NOVA ACQUISITION SUB, INC. AND TITAN ACQUISITION SUB, INC.Agreement and Plan of Merger • May 4th, 2016 • Rovi Corp • Patent owners & lessors • Delaware
Agreement and Plan of Merger, dated as of April 28, 2016 (this “Agreement”), by and among Rovi Corporation, a Delaware corporation (“Rovi”), TiVo Inc., a Delaware corporation (“TiVo”), Titan Technologies Corporation, a Delaware corporation and a wholly owned Subsidiary of Rovi (“Parent”), Nova Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Rovi Merger Sub”), and Titan Acquisition Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“TiVo Merger Sub” and, together with Rovi Merger Sub, the “Merger Subs”). Rovi, TiVo, Parent, Rovi Merger Sub and TiVo Merger Sub are referred to herein collectively as the “Parties” and individually as a “Party,” and Rovi and TiVo are each referred to as a “Principal Party”.
EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ROVI CORPORATION., a Delaware corporation; SPARTA ACQUISITION SUB, INC., a California corporation; and SONIC SOLUTIONS, a California corporation Dated as of December 22, 2010Agreement and Plan of Merger and Reorganization • December 27th, 2010 • Rovi Corp • Periodicals: publishing or publishing & printing • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of December 22, 2010, by and among: ROVI CORPORATION, a Delaware corporation (“Parent”); SPARTA ACQUISITION SUB, INC., a California corporation and a wholly-owned direct or indirect subsidiary of Parent (“Acquisition Sub”); and SONIC SOLUTIONS, a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Mr. Thomas Carson [Address] [Address] Dear Mr. Carson:Letter Agreement • March 2nd, 2009 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • Massachusetts
This letter agreement (“Agreement”), when executed by both you and Gemstar-TV International, Inc. (the “Company”), will be binding and confirm the agreement between you and the Company relating to your employment by the Company. Upon its execution, this Agreement will supersede any and all prior agreements, understandings, arrangements and/or communications, whether express or implied, oral or written, between you and the Company and/or its affiliates relative to your employment with the Company. As used herein, the term “Agreement” shall be deemed to include the General Terms and Conditions, Exhibit A, Exhibit 1 and Exhibit 2 to be attached hereto and by this reference made a part of this Agreement. By signing this letter, you represent and warrant that you are not bound by any agreements, contracts, or commitments which would, in any way, prevent or limit you from accepting this offer or your performance of or contribution to the position you are being offered.
To: Rovi Corporation Santa Clara, California 95050 Attention: [Title of contact] Telephone: [Telephone No.] Facsimile: [Facsimile No.]Rovi Corp • March 4th, 2015 • Patent owners & lessors
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Rovi Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. [Barclays Bank PLC is not a member of the Securities Investor Protection Corporation (“SIPC”). Barclays is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]5
CREDIT AGREEMENT dated as of May 2, 2008, among MACROVISION SOLUTIONS CORPORATION, as Parent Borrower, MACROVISION CORPORATION, as Subsidiary Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and J.P. MORGAN SECURITIES...Credit Agreement • May 5th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of May 2, 2008 among MACROVISION SOLUTIONS CORPORATION, a Delaware corporation (“Parent Borrower”), MACROVISION CORPORATION, a Delaware corporation (“Subsidiary Borrower” and, together with Parent Borrower, “Borrowers”) the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, J.P. MORGAN SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as joint lead arrangers (in such capacity, “Arrangers”) and joint bookrunners (in such capacity, “Bookrunners”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as syndication agent (in such capacity, “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
ContractRovi Corp • August 6th, 2009 • Periodicals: publishing or publishing & printing • New York
AMENDMENT No. 1, dated as of August 4, 2009 (this “Amendment”), to the Credit Agreement dated as of May 2, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Rovi Corporation (formerly known as Macrovision Solutions Corporation), a Delaware corporation (“Parent Borrower”), Macrovision Corporation (“Subsidiary Borrower” and, together with Parent Borrower, “Borrowers”), the Guarantors, the Lenders party thereto from time to time, J.P Morgan Securities Inc. (the “Arranger”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Capitalized terms used but not defined herein have the meanings provide
MACROVISION SOLUTIONS CORPORATION MACROVISION CORPORATION 11% Senior Notes due 2013 Purchase AgreementMacrovision Solutions CORP • May 5th, 2008 • Periodicals: publishing or publishing & printing • New York
Macrovision Solutions Corporation, a Delaware corporation (the “Company”), and Macrovision Corporation, a Delaware corporation (“Macrovision” and, together with the Company, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $100,000,000 principal amount of their 11% Senior Notes due 2013 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 2, 2008 (the “Indenture”) among the Issuers, the guarantors listed on Schedules 2 and 3 hereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”). Upon consummation of the acquisition of Gemstar-TV Guide International Inc. (“Gemstar”) by the Company (the “Acquisition”), the Guarantors listed on Schedule 2 hereto (the “Gemstar
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2009 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 2, 2008 by and among Macrovision Solutions Corporation, a Delaware corporation (the “Corporation”) and (“Indemnitee”):
UNIT PURCHASE AGREEMENT BY AND AMONG DIVX LLC, ROVI CORPORATION, AND PCF NUMBER 1, INC. MARCH 28, 2014Unit Purchase Agreement • March 31st, 2014 • Rovi Corp • Patent owners & lessors • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2014 (the “Agreement Date”) by and among; Rovi Corporation, a Delaware corporation (“Seller”); DivX LLC, a Delaware limited liability company and an indirect wholly-owned Subsidiary of Seller (the “Company”); and PCF Number 1, Inc., a Delaware corporation (“Buyer”).
REFINANCING AMENDMENT AND JOINDER AGREEMENTRefinancing Amendment and Joinder Agreement • April 11th, 2013 • Rovi Corp • Periodicals: publishing or publishing & printing • New York
REFINANCING AMENDMENT AND JOINDER AGREEMENT, dated as of April 9, 2013 (this “Refinancing Amendment”), to the Amended and Restated Credit Agreement, dated as of February 7, 2011, as amended and restated as of March 29, 2012 and further amended pursuant to that certain Amendment No. 1 dated as of February 12, 2013 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Rovi Corporation (“Holdings”), Rovi Solutions Corporation and Rovi Guides, Inc. (together, the “Borrowers”), the guarantors party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent, J.P. Morgan Securities LLC (“JPMS”), as sole lead arranger, JPMS and Morgan Stanley Senior Funding, Inc. (“MSSF”), as joint bookrunners, and MSSF, as syndication agent.
To: Rovi Corporation Santa Clara, California 95050 Attention: [Title of contact] Telephone: [Telephone No.] Facsimile: [Facsimile No.]Rovi Corp • March 4th, 2015 • Patent owners & lessors
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Rovi Corporation (“Company”) to [Dealer] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. [Barclays Bank PLC is not a member of the Securities Investor Protection Corporation (“SIPC”). Barclays is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]5
ASSET PURCHASE AGREEMENT BY AND AMONG TV GUIDE MAGAZINE GROUP, INC., SAMPLE MEDIA, LLC AND SOLELY WITH RESPECT TO SECTIONS 2.7, 6.2 AND 6.3 MACROVISION SOLUTIONS CORPORATION OCTOBER 10, 2008Asset Purchase Agreement • October 14th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2008 (the “Agreement Date”) by and among TV Guide Magazine Group, Inc., a Delaware corporation (the “Company”) and Sample Media, LLC, a Delaware limited liability company (“Buyer”), and solely with respect to Sections 2.7, 6.2 and 6.3, Macrovision Solutions Corporation (“Parent”). Each of the Company and Buyer, and solely with respect to Sections 2.7, 6.2 and 6.3, Parent, may hereafter be referred to as a “party” or collectively as “parties.”
AMENDMENT NO. 1Credit Agreement • February 13th, 2013 • Rovi Corp • Periodicals: publishing or publishing & printing • New York
AMENDMENT NO. 1, dated as of February 12, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of February 7, 2011 and amended and restated as of March 29, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Rovi Corporation (“Holdings”), Rovi Solutions Corporation and Rovi Guides, Inc. (together, the “Borrowers”), the guarantors party thereto, the lenders from time to time party thereto, J.P. Morgan Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint bookrunners, Morgan Stanley Senior Funding, Inc., as syndication agent, Bank of America, N.A., as documentation agent and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent. Capitalized terms used herein and not otherwise d
GC NET LEASE (SAN CARLOS) INVESTORS, LLC, a Delaware limited liability company,Rovi Corp • July 30th, 2015 • Patent owners & lessors • California
This Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between GC NET LEASE (SAN CARLOS) INVESTORS, LLC, a Delaware limited liability company ("Landlord"), and ROVI CORPORATION, a Delaware corporation ("Tenant").
AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION VICTORY ACQUISITION CORP. VEVEO, INC. AND SECURITYHOLDER REPRESENTATIVE Dated as of February 21, 2014Agreement and Plan of Merger • February 24th, 2014 • Rovi Corp • Patent owners & lessors • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of February 21, 2014 by and among Rovi Corporation, a Delaware corporation (“Parent”), Victory Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), Veveo, Inc., a Delaware corporation (the “Company”) and Paul Ferri, who will serve as the representative of the Company’s stockholders and optionholders, and is referred to herein from time to time as the “Securityholder Representative.”
Rovi Corporation EXECUTIVE SUCCESSION PLANNING AGREEMENT for ALFRED J. AMOROSOSuccession Planning Agreement • May 25th, 2011 • Rovi Corp • Periodicals: publishing or publishing & printing • California
This Executive Succession Planning Agreement (“Agreement”) is entered into as of the 25th day of May, 2011, by and between Alfred J. Amoroso (“Executive”) and Rovi Corporation, a Delaware corporation (the “Company”).
ContractRovi Corp • October 12th, 2010 • Periodicals: publishing or publishing & printing • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION (THE “ LAW ”), AND THIS WARRANT HAS BEEN, AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION OF THE WARRANT OR COMMON STOCK AS APPLICABLE. NO SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER ANY APPLICABLE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY (AS THAT TERM IS DEFINED BELOW) AND ITS COUNSEL, THAT THE REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND LAW, RESPECTIVELY.
SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURESupplemental Indenture • May 5th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • New York
Supplemental Indenture, dated as of May 1, 2008 (this “Agreement”) by Macrovision Solutions Corporation, a Delaware corporation (“Macrovision Solutions”), Macrovision Corporation, a Delaware corporation (the “Company”) and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”). Capitalized terms used in this Agreement without definition have the meanings assigned to them in the Indenture (as defined below).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 8th, 2014 • Rovi Corp • Patent owners & lessors • Delaware
Exhibit Number DescriptionAsset Purchase Agreement • December 2nd, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing
