AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 7th, 2007 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • New York
AMENDMENT (the “Amendment”), dated as of December 6, 2007, to the Second Amended and Restated Rights Agreement, dated as of July 12, 2000 (the “Rights Agreement”), between Gemstar-TV Guide International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
Company Voting and Support & Registration Rights AgreementCompany Voting and Support & Registration Rights Agreement • December 7th, 2007 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • Delaware
COMPANY VOTING AND SUPPORT & REGISTRATION RIGHTS AGREEMENT, dated as of December 7, 2007, (this “Agreement”), by and among Saturn Holding Corp (“Holdco”), a Delaware corporation, Macrovision Corporation (“Mars”), a Delaware corporation and News Corporation, a Delaware corporation (the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof, by and among Holdco, Mars, Gemstar-TV Guide International, Inc. (“Galaxy”), Mars Merger Sub and Galaxy Merger Sub (the “Merger Agreement”).
