Rayovac 2015 Annual Report Download - page 51

We are one of several companies in which HRG owns a controlling interest. The interests of HRG and these
other companies may, from time to time, diverge from the interests of other of the Company’s stockholders and
from each other, particularly with regard to new investment opportunities. HRG is not restricted from investing
in other businesses involving or related to the marketing or distribution of household products, pet and pest
products and personal care products. HRG may also engage in other businesses that compete or may in the future
compete with the Company.
Our Restated Bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive
forum for substantially all disputes between us and our stockholders, which could limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our restated bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for
any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any
action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and
restated certificate of incorporation or our restated bylaws, any action to interpret, apply, enforce, or determine
the validity of our amended and restated certificate of incorporation or bylaws, or any action asserting a claim
against us that is governed by the internal affairs doctrine. The choice of forum provision may limit a
stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our
directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers
and other employees. Alternatively, if a court were to find the choice of forum provision contained in our restated
bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving
such action in other jurisdictions, which could adversely affect our business and financial condition.
Even though the Company’s common stock is currently traded on the NYSE, it has less liquidity than many
other stocks quoted on a national securities exchange.
The trading volume in the Company’s common stock on the NYSE has been relatively low when compared
with larger companies listed on the NYSE or other stock exchanges. Because of this, it may be more difficult for
stockholders to sell a substantial number of shares for the same price at which stockholders could sell a smaller
number of shares. We cannot predict the effect, if any, that future sales of the Company’s common stock in the
market, or the availability of shares of its common stock for sale in the market, will have on the market price of
the Company’s common stock. We can give no assurance that sales of substantial amounts of the Company’s
common stock in the market, or the potential for large amounts of sales in the market, would not cause the price
of the Company’s common stock to decline or impair the Company’s future ability to raise capital through sales
of its common stock. Furthermore, because of the limited market and generally low volume of trading in the
Company’s common stock that could occur, the share price of its common stock could be more likely to be
affected by broad market fluctuations, general market conditions, fluctuations in our operating results, changes in
the market’s perception of our business, and announcements made by the Company, its competitors or parties
with whom the Company has business relationships. The lack of liquidity in the Company’s common stock may
also make it difficult for us to issue additional securities for financing or other purposes, or to otherwise arrange
for any financing we may need in the future. In addition, we may experience other adverse effects, including,
without limitation, the loss of confidence in us by current and prospective suppliers, customers, employees and
others with whom we have or may seek to initiate business relationships.
The market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely
in price in response to various factors, many of which are beyond our control.
Factors that may influence the price of the common stock include, without limitation, the following:
• loss of any of our key customers or suppliers;
• additions or departures of key personnel;
• sales of common stock;
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