Common use of TiVo Certificates Clause in Contracts

TiVo Certificates. Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the TiVo Effective Time, to each holder of record of a TiVo Certificate whose shares were converted into the Parent Common Stock portion of the TiVo Merger Consideration and the right to receive the cash portion of the TiVo Merger Consideration pursuant to Sections 2.2(b) and 2.5, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the TiVo Certificates shall pass, only upon delivery of the TiVo Certificates to the Exchange Agent and shall be in customary form and have such other provisions as are reasonably satisfactory to both of TiVo and Rovi) and (ii) instructions for use in effecting the surrender of the TiVo Certificates in exchange for the TiVo Merger Consideration. Upon surrender of a TiVo Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such TiVo Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable (A) the Per Share Cash Amount, (B) the number of whole shares of Parent Common Stock (which shall be in non-certificated book entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to clause (ii) of Section 2.2(b) (after taking into account all shares of TiVo Common Stock then held by such holder), (C) any dividends or other distributions payable pursuant to Section 2.7(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.5, and the TiVo Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of TiVo Common Stock that is not registered in the transfer records of TiVo, payment may be made and shares may be issued to a Person other than the Person in whose name the TiVo Certificate so surrendered is registered, if such TiVo Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such TiVo Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Subject to Section 2.6, until surrendered as contemplated by this Section 2.7, each TiVo Certificate shall be deemed at any time after the TiVo Effective Time to represent only the Parent Common Stock portion of the TiVo Merger Consideration and the right to receive upon such surrender the cash portion of the TiVo Merger Consideration, in each case, into which the shares of TiVo Common Stock theretofore represented by such TiVo Certificate have been converted pursuant to Section 2.2(b), dividends or other distributions payable pursuant to Section 2.7(c)(i) and cash in lieu of any fractional shares payable pursuant to Section 2.5. No interest shall be paid or accrue on any cash payable upon surrender of any TiVo Certificate.