Rayovac 2008 Annual Report Download - page 200

stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act for
purposes of these By-Laws) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any
class or series capital stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future and (3) all
information relating to such Proposing Person that is required to be disclosed in connection with the solicitation of proxies for election of directors of the
Corporation in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder;
(B) whether and to what extent such Proposing Person beneficially owns, directly or indirectly, any Derivative Interests as of the date of the Shareholder Notice
(which information shall be supplemented as of the required dates for any update or supplement referenced in Section II.14(d)) and the class, series and number
of securities of the Corporation involved in, and the material economic terms of, the Derivative Interests, such description to include, without limitation, all
information that such Proposing Person would be required to report on an Insider Report if such Proposing Person were a director of the Corporation or the
beneficial owner of more than ten percent of the shares of the Corporation at the time of acquiring any such Derivative Interest;
(C) any direct or indirect interest of such Proposing Person in any debt securities or other Indebtedness of the Corporation or any affiliate of the Corporation
(including, in any such case, any interest as a lender to the Corporation or any affiliate of the Corporation or participating interest in respect thereof);
(D) any proportionate interest in shares, debt securities or other Indebtedness of the Corporation (including any interest as a lender to the Corporation or any
affiliate of the Corporation or any participating interest in respect thereof) or any Derivative Interest held, directly or indirectly, by a general or limited
partnership or other entity (any such entity, an “Investing Entity”) in which such Proposing Person is a general partner, manager, director or holds a governing
position analogous to a general partner, manager or director or, directly or indirectly, beneficially owns an interest in a general partner or other entity serving in
an analogous governing position at such Investing Entity;
(E) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the
Exchange Act by way of a solicitation statements filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such
Proposing Person has or shares a right to vote any shares of any class or series of capital stock of the Corporation;
(F) in the case of a nomination for an individual as a director, to the extent known by such Proposing Person, the name and address of any other person who
owns, of record or beneficially, any shares of capital stock of the Corporation and who supports such individual for election or reelection as a director of the
Corporation;
(G) as to each item of business that the Proposing Person proposes to be bring before the applicable shareholders’ meeting, (1) a reasonably brief description of
the business desired to be brought before such meeting, the reasons for conducting such business at such meeting and any material interest in such business of
each Proposing Person, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration) and (3) a reasonably detailed
description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) to the extent known, between or
among any Proposing Person and any other record or beneficial holder of the shareholder of any class or series of capital stock of the Corporation (including their
names) in connection with the proposal of such business by such Proposing Person;
(H) in the case of a nomination for an individual as a director, as to such proposed nominee, (1) all information with respect to such proposed nominee that would
be required to be set forth in a Shareholder Notice, if such proposed nominee were a Proposing Person, (2) all information relating to such proposed nominee that
is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a
contested election pursuant to Section 14(a) under the Exchange Act (including such nominee’s written consent to being named in the proxy statement as a
nominee and to serving as a director if elected) (even if an election contest is not involved), (3) a description of all direct and indirect compensation and other
material monetary agreements, arrangements and understandings during the past three years, and any other
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008