Attached files
| file | filename |
|---|---|
| EX-99.1 - JOINT PRESS RELEASE ISSUED BY THE COMPANY AND ROVI CORPORATION ON APRIL 29, 2016 - TIVO INC | jointpressreleasissuedbyth.htm |
| 8-K - 8-K - TIVO INC | a8-kdatedapril292016a.htm |
Bylaw Amendment
First Amendment to the Third Amended and Restated Bylaws of TiVo Inc.
The Third Amended and Restated Bylaws of TiVo Inc., as previously approved and adopted on November 13, 2015 (the “Bylaws”) are hereby amended, effective April 28, 2016, as set forth below.
The Bylaws are hereby amended by adding the following Article XV:
ARTICLE XV
Forum for Adjudication of Certain Disputes
Section 48. Forum for Adjudication of Certain Disputes. Unless the Company consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company or any director, officer, stockholder, employee or agent of the Company arising out of or relating to any provision of the DGCL or the Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the Company or any director, officer, stockholder, employee or agent of the Company governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause the Company irreparable harm and the Company shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of this Section 48. If any action the subject matter of which is within the scope of this Section 48 is filed in a court other than the Court of Chancery in the State of Delaware (or any other state or federal court located within the State of Delaware, as applicable) (a “Foreign Action”) by or in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery in the State of Delaware (or such other state or federal court located within the State of Delaware, as applicable) in connection with any action brought in any such court to enforce this Section 48 and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Company’s ongoing consent right as set forth above in this Section 48 with respect to any current or future actions or claims.