Rayovac 2008 Annual Report Download - page 199

set forth in this Section II.13 and Section II.14, and no business shall be conducted at any meeting except in accordance with the applicable procedures set forth
in this Section II.13 and Section II.14,provided,however, that, in the case of a nomination, no individual shall be deemed eligible for election as a director of the
Corporation solely by virtue of such individual or any shareholder complying with this Section II.13 or Section II.14;provided further,however, that nothing in
this Section II.13 or Section II.14 shall be deemed to preclude discussion by any shareholder of any business properly brought before any meeting.
II.14Shareholder Proposals Generally.
(a)Definitions. For purposes of these By-Laws, the following terms shall have the following meanings:
(i) “Derivative Interest” by a person shall mean any (A) derivative instrument, swap, option, warrant, hedge or profit interest, convertible security, stock
appreciation right or similar right with an exercise, conversion or exchange privilege, or settlement payment or mechanism at a price related to any security of the
Corporation, or similar instrument or any other interest with a value derived in whole or in part from (or by reference to) the price, value or volatility of a security
of the Corporation, in any such case whether or not it is subject to settlement in a security of the Corporation or otherwise and regardless of whether it conveys
any voting rights in securities of the Corporation to such person or whether such person may have entered into other transactions that hedge or mitigate its effect
or (B) arrangement, agreement, understanding or relationship (including any short position or any borrowing or lending of securities) which includes an
opportunity for such person, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the price, value or volatility of any
security of the Corporation, to hedge or mitigate any loss to, or manage any risk associated with any increase or decrease in the price or value of any security of
the Corporation or to increase or decrease the number of securities of the Corporation which such person was, is or will be entitled to vote or otherwise the voting
power or pecuniary or economic interest of such person with respect to any such securities, in any such case whether or not it is subject to settlement in a security
of the Corporation or otherwise and regardless of whether it conveys any voting rights in securities of the Corporation to such person or whether such person may
have entered into other transactions that hedge or mitigate its effect.
(ii) “Indebtedness” shall mean any indebtedness whether or not contingent: (A) in respect of borrowed money; (B) evidenced by bonds, notes, debentures or
similar instruments or letters of credit (or reimbursement agreements in respect thereof); (C) in respect of banker’s acceptances; (D) in respect of capital lease
obligations; or (E) in respect of the balance of any deferred and unpaid portion of the purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable; if and to the extent that any of the preceding items referenced in subclauses (A)-(E) hereof would appear as a liability upon a
balance sheet prepared in accordance with generally accepted accounting principles.
(iii) “Insider Report” shall mean a statement required to be filed pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) by a person
who is a director of the Corporation or who is directly or indirectly the beneficial owner of more than ten percent of the shares of the Corporation
(iv) “Proposing Person” shall mean, with respect to any Shareholder Notice (A) the shareholder or shareholders providing the Shareholder Notice (ii) the
beneficial owner or beneficial owners, if different, on whose behalf the request, demand or notice, as applicable, is made and (iii) any other person with whom
each such shareholder or beneficial owner is acting in concert.
(v) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or in
a document publicly filed or furnished with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(b) of the Exchange Act.
(vi) “Required Information” shall mean, as to each Proposing Person, with respect to any Shareholder Notice:
(A)(1) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records),
(2) the class or series, as applicable, and number of shares of capital
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008