Company Voting and Support & Registration Rights AgreementCompany Voting and Support & Registration Rights Agreement • December 10th, 2007 • Macrovision Corp • Services-computer integrated systems design • 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”).
AGREEMENT AND PLAN OF MERGERS by and among MACROVISION CORPORATION, SATURN HOLDING CORP, MARS MERGER SUB, INC., GALAXY MERGER SUB, INC. and GEMSTAR-TV GUIDE INTERNATIONAL, INC. Dated as of December 6, 2007Merger Agreement • December 10th, 2007 • Macrovision Corp • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGERS, dated as of December 6, 2007 (the “Agreement”), among Macrovision Corporation, a Delaware corporation (“Mars”), Saturn Holding Corp, a Delaware corporation and a direct wholly owned subsidiary of Mars (“Holdco”), Mars Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (“Mars Merger Sub”), Galaxy Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (“Galaxy Merger Sub”, and together with Mars Merger Sub, the “Merger Subs”), and Gemstar-TV Guide International, Inc., a Delaware corporation (“Galaxy”).
