Common use of Effective Times Clause in Contracts

Effective Times. (a) On the Closing Date, each of the following filings shall be made substantially concurrently with the other: (i) Rovi shall file a certificate of merger (the “Rovi Certificate of Merger”), in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Rovi Merger and (ii) TiVo shall file a certificate of merger (the “TiVo Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required by the DGCL in connection with the TiVo Merger. (b) (i) The Rovi Merger shall become effective at such time as the Rovi Certificate of Merger is duly filed with the Delaware Secretary of State or at such other time as TiVo and Rovi shall agree and specify in the Rovi Certificate of Merger (such time as the Rovi Merger becomes effective being the “Rovi Effective Time”) and (ii) immediately following consummation of the Rovi Merger, the TiVo Merger shall become effective at such time as the TiVo Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time as Parent and TiVo shall agree and specify in the TiVo Certificate of Merger (such time as the TiVo Merger becomes effective being the “TiVo Effective Time”, and such time as the Mergers become effective being the “Effective Times”).

Effective Times. (a) On the Closing Date, each of the following filings shall be made substantially concurrently with the other: (i) Rovi Aristotle shall file a certificate of merger (the “Rovi Aristotle Certificate of Merger”), in accordance with the relevant provisions Section 251 of the Delaware General Corporate Law (the “DGCL”), with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Rovi Aristotle Merger and (ii) TiVo Plato shall file a certificate of merger (the “TiVo Plato Certificate of Merger”) with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required by the DGCL in connection with the TiVo Plato Merger. (b) (i) The Rovi Aristotle Merger shall become effective at such time as the Rovi Aristotle Certificate of Merger is duly filed with the Delaware Secretary of State or at such other time as TiVo Plato and Rovi Aristotle shall agree and specify in the Rovi Aristotle Certificate of Merger (such time as the Rovi Aristotle Merger becomes effective being the “Rovi Aristotle Effective Time”) and (ii) immediately following consummation of the Rovi Aristotle Merger, the TiVo Plato Merger shall become effective at such time as the TiVo Plato Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time as Parent and TiVo Plato shall agree and specify in the TiVo Plato Certificate of Merger (such time as the TiVo Plato Merger becomes effective being the “TiVo Plato Effective Time”, and such time as the Mergers become effective being the “Effective Times”).

Effective Times. (a) On the terms and subject to the conditions set forth herein, on the Closing Date, each following the consummation of the following filings Recapitalization: (a) SPAC and Merger Sub shall be made substantially concurrently with the other: (i) Rovi shall file execute a certificate plan of merger (the “Rovi Certificate First Plan of Merger”), ) substantially in accordance the form attached as Exhibit F-1 hereto and shall file the First Plan of Merger and other documents as required to effect the First Merger pursuant to the Cayman Companies Act with the relevant Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the DGCL, with Cayman Companies Act. The First Merger shall become effective at the Delaware Secretary time when the First Plan of State and make all other filings or recordings required Merger is registered by the DGCL in connection with Registrar of Companies of the Rovi Cayman Islands or such later time (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands) as Merger Sub and SPAC may agree and specify pursuant to the Cayman Companies Act (iithe “First Effective Time”). (b) TiVo Immediately following the consummation of the First Merger at the First Effective Time, the Surviving Entity and Merger Sub II shall file execute a certificate plan of merger (the “TiVo Certificate Second Plan of Merger”) substantially in the form attached as Exhibit F-2 hereto and shall file the Second Plan of Merger and other documents as required to effect the Second Merger pursuant to the Cayman Companies Act with the Delaware Secretary Registrar of State Companies of the Cayman Islands as provided in accordance with the relevant applicable provisions of the DGCL and shall make all other filings or recordings required by the DGCL in connection with the TiVo Merger. (b) (i) Cayman Companies Act. The Rovi Second Merger shall become effective at such the time as when the Rovi Certificate Second Plan of Merger is duly filed with registered by the Delaware Secretary Registrar of State Companies of the Cayman Islands or at such other later time (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands) as TiVo Merger Sub II and Rovi shall the Surviving Entity may agree and specify in pursuant to the Rovi Certificate of Merger Cayman Companies Act (such time as the Rovi Merger becomes effective being the “Rovi Second Effective Time”) and (ii) immediately following consummation of the Rovi Merger, the TiVo Merger shall become effective at such time as the TiVo Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time as Parent and TiVo shall agree and specify in the TiVo Certificate of Merger (such time as the TiVo Merger becomes effective being the “TiVo Effective Time”, and such time as the Mergers become effective being the “Effective Times”).