SharkRepellent.net

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Transportation Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Health Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Food Stores). There are # eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Transportation Equipment). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Electronic And Other Electrical Equipment And Components, Except Computer Equipment). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Measuring, Analyzing, And Controlling Instruments; Photographic, Medical And Optical Goods; Watches And Clocks). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Agricultural Production Crops). There are # eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Railroad Transportation). There are # eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Engineering, Accounting, Research, Management, And Related Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Miscellaneous Retail). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Chemicals And Allied Products). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Transportation Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...owner of ##% of the voting shares) for a period of five years unless the transaction is approved by board of directors prior to the date the person became an interested shareholder or the transaction is approved by a majority of shareholders not including the interested shareholder, at the time of the vote the interested shareholder beneficially owns ##% of the voting stock, and fair price requirements are met. The provision also does not apply to business combinations unanimously approved by shareholders. Business combinations include various merger, consolidation, division, exchange or sale transactions, including transactions utilizing the company's assets for purchase price amortization or refinancing purposes. After the five-year period, a business combination may only take place if it's approved by a majority of shareholders not including the interested shareholder or if certain fair price requirements are met. The company has opted out of this provision. ("Freezeout with fair price...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Primary Metal Industries). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Real Estate). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Electronic And Other Electrical Equipment And Components, Except Computer Equipment). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Security And Commodity Brokers, Dealers, Exchanges, And Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Miscellaneous Retail). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Health Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Security And Commodity Brokers, Dealers, Exchanges, And Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Other Key Provisions Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: No Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-K effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such shares may not engage in certain Business Combinations with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless prior to such date, the board of directors of the corporation approves either the business...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Measuring, Analyzing, And Controlling Instruments; Photographic, Medical And Optical Goods; Watches And Clocks). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Exchange Feature: Yes Chewable: No Sunset Provision: No Tide Provision: Yes Pill History Original Plan filed on ##-##-#### in a #-A effective ##-##-#### State Statutes Sections ##.### to ##.#### of the Nevada General Corporation Law ("NGCL") provides that voting rights of shares of a covered corporation acquired by a stockholder at ownership levels of ##%, ## #/#% and ##% of the voting power are denied unless the acquiring person delivers an offeror's statement to the company and a majority of the outstanding shares not including shares held by the acquiring person, officers, directors, or employees of the corporation authorize the voting rights at a special meeting requested by and paid for by the acquiring person. If the company's charter or bylaws provide for it, the control shares may be redeemed by the company at the average price paid for the control shares if no offeror's statement is delivered or stockholders of the corporation do not authorize voting rights for the shares. In addition,...

... of, an Acquiring Person or the person making the offer, after receiving advice from one or more investment banking firms, to be (a) at a price and on terms that are fair to stockholders (taking into account all factors that such members of the Board deem relevant including, without limitation, prices that could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders. Limited Threshold Reduction: Yes Exchange Feature: Yes Chewable: No Sunset Provision: No Tide Provision: No Pill History Original Plan filed on ##-##-#### in a S-# effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the...

...Sections ##-###-### to ##-###-### of the TBCA (the "Tennessee Business Combination Act") provides that a covered corporation can not engage in any business combinations with an interested shareholder (beneficial owner of ##% of the voting power) for five years unless the transaction resulting in a person becoming an interested shareholder, or the business combination, is approved by the board of directors of the corporation prior to that person becoming an interested shareholder. After the five-year restricted period, the interested shareholder may effect a business combination if the combination is approved by #/# of the outstanding voting stock not beneficially owned by the interested stockholder or if certain fair price requirements are met. The company has not opted out of this provision. ("Freezeout with fair price provision") Section ##-##-### of the TBCA endorses the use of shareholder rights plans ("poison pills") for in-state companies....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Security And Commodity Brokers, Dealers, Exchanges, And Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Exchange Feature: Yes Chewable: No Sunset Provision: Yes Review Years: # Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-A effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such shares may not engage in certain Business Combinations with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless prior to such date, the board of directors of the corporation approves either the business combination or the transaction which resulted in the...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Measuring, Analyzing, And Controlling Instruments; Photographic, Medical And Optical Goods; Watches And Clocks). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Primary Metal Industries). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Chemicals And Allied Products). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Measuring, Analyzing, And Controlling Instruments; Photographic, Medical And Optical Goods; Watches And Clocks). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Primary Metal Industries). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Oil And Gas Extraction). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Chemicals And Allied Products). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Wholesale Trade-non-durable Goods). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Petroleum Refining And Related Industries). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Exchange Feature: Yes Chewable: No Sunset Provision: No Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-A effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such shares may not engage in certain Business Combinations with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless prior to such date, the board of directors of the corporation approves either the business combination or the transaction which resulted in the stockholder becoming...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Oil And Gas Extraction). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Oil And Gas Extraction). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Transportation Equipment). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Flip-in Flip-over Status Flip-in: #.#% Bargain Factor upon Flip-in: ##% Flip-over: % Redemption Redemption Price: $#.## No Redemption after Threshold Passed Other Key Provisions Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: Yes Review Years: # Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-K effective ##-##-#### Pill Amendment History ##-##-#### - Exercise price increased to $## from $# as a result of ##-#-#### #-for-## reverse stock split State Statutes Article ## of the Virginia Stock Corporation Act prohibits a covered corporation from engaging in a business combination with an interested shareholder (beneficial owner of ##% of the voting shares) for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the transaction in which the person became an interested shareholder is approved in advance by a majority of the disinterested directors...

... Price: $#.### Redemption Window: ## Days Director Requirement: Continuing Other Key Provisions Permitted Offer: No Limited Threshold Reduction: No Director Requirement to Amend: Continuing Exchange Feature: Yes Chewable: No Sunset Provision: Yes Review Years: # Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-A effective ##-##-#### State Statutes Sections ##.### to ##.#### of the Nevada General Corporation Law ("NGCL") provides that voting rights of shares of a covered corporation acquired by a stockholder at ownership levels of ##%, ## #/#% and ##% of the voting power are denied unless the acquiring person delivers an offeror's statement to the company and a majority of the outstanding shares not including shares held by the acquiring person, officers, directors, or employees of the corporation authorize the voting rights at a special meeting requested by and paid for by the acquiring person. If the company's charter...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Chemicals And Allied Products). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Pepper Hamilton LLP Legal Other Key Provisions Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: No Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-A effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such shares may not engage in certain Business Combinations with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless prior to such date, the board of directors of the corporation...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Communications). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: No Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-K effective ##-##-#### State Statutes Poison pill endorsement Sections ##-####, ##-#### of the Idaho Code Expanded constituency provision Sections ##-####, ##-#### of the Idaho Code Control share acquisition Title ##, Chapter ## of the Idaho Code Freezeout (# year) with fair price provision Title ##, Chapter ## of the Idaho Code...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Security And Commodity Brokers, Dealers, Exchanges, And Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Communications). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Oil And Gas Extraction). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

... of the TBCA (the "Tennessee Business Combination Act") provides that a covered corporation can not engage in any business combinations with an interested shareholder (beneficial owner of ##% of the voting power) for five years unless the transaction resulting in a person becoming an interested shareholder, or the business combination, is approved by the board of directors of the corporation prior to that person becoming an interested shareholder. After the five-year restricted period, the interested shareholder may effect a business combination if the combination is approved by #/# of the outstanding voting stock not beneficially owned by the interested stockholder or if certain fair price requirements are met. The company has not opted out of this provision. ("Freezeout with fair price provision") Section ##-##-### of the TBCA endorses the use of shareholder rights plans ("poison pills") for in-state companies....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Education Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Wholesale Trade-durable Goods). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Tide Provision: No Pill History Replacement Plan filed on ##-##-#### in a #-K effective ##-##-#### Amendment filed on ##-##-#### in a #-K effective ##-##-#### Amendment filed on ##-##-#### in a #-K effective ##-##-#### Amendment filed on ##-##-#### in a ##-Q effective ##-##-#### Original Plan effective ##-##-#### Pill Amendment History ##-##-#### - Replacement plan adds grandfather provision ##-##-#### - Replacement plan reduces flip-in to ##% from ##% ##-##-#### - Replacement plan reduces Acquiring Person and Percent to Separate to ##% from ##% ##-##-#### - Replacement plan extends expiration date to #-##-#### from #-##-#### ##-##-#### - Replacement plan reduces redemption price to $.### from $.# ##-##-#### - Replacement plan removes exemption for RCH Energy Opportunity Fund II, LP ##-##-#### - Expiration date amended to include the effective time of the company's reincorporation in Delaware from Colorado (plan would have expired #-##-####) ##-##-#### - RCH Energy Opportunity Fund II,...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Measuring, Analyzing, And Controlling Instruments; Photographic, Medical And Optical Goods; Watches And Clocks). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Redemption Redemption Price: $#.### No Redemption after Threshold Passed Other Key Provisions Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: Yes Review Years: # Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-K effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such shares may not engage in certain Business Combinations with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Depository Institutions). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Redemption Price: $#.## No Redemption after Threshold Passed Other Key Provisions Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: No Tide Provision: No Pill History Replacement Plan filed on ##-##-#### in a #-K effective ##-##-#### Original Plan filed on ##-##-#### in a #-K effective ##-##-#### Pill Amendment History ##-##-#### - Replacement plan extends expiration date to #-##-#### from #-#-#### ##-##-#### - Replacement plan removes exceptions for William Shaw and Richard Bailly ##-##-#### - Replacement plan adds exception for Jeff Bailly and modifies grandfather provision to except ##% shareholders at current stake ##-##-#### - Replacement plan reduces exercise price to $## from $## ##-##-#### - Replacement plan increases redemption price to $.## from $.### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Health Services). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Sunset Provision: Yes Review Years: # Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-K effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such shares may not engage in certain Business Combinations with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless prior to such date, the board of directors of the corporation approves either the business combination or the transaction which resulted in the stockholder becoming an interested...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Paper And Allied Products). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Business Services). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...exchange or sale transactions, including transactions utilizing the company's assets for purchase price amortization or refinancing purposes. After the five-year period, a business combination may only take place if it's approved by a majority of shareholders not including the interested shareholder or if certain fair price requirements are met. The company has opted out of this provision. ("Freezeout with fair price provision") Subchapter ##H of the BCL provides in certain circumstances for the recovery by the company of profits made on the sale of its common stock by a controlling person if the sale occurs within ## months after the controlling person became a controlling person and the common stock was acquired during such ## month period or within ## months before such period. A controlling person is a person that has acquired, offered to acquire, or publicly disclosed an intention to acquire ##% or more of the voting power of the company. The company has opted out of this provision....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Chemicals And Allied Products). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: No Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-K effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such shares may not engage in certain Business Combinations with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless prior to such date, the board of directors of the corporation approves either the business combination or the...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Industrial And Commercial Machinery And Computer Equipment). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...the state, region and nation, community and societal considerations, and the long-term and short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. ("Expanded constituency")...

...Section ###.#### of the Wisconsin Business Corporation Law provides that the voting power of shares of a covered corporation held by any person in excess of ##% is limited (in voting on any matter) to ##% of the full voting power of those shares unless the shares were acquired directly from the corporation or shareholders approved the restoration of the full voting power of the otherwise restricted shares. The company has not opted out of this provision. ("Control share acquisition")...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Holding And Other Investment Offices). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Food And Kindred Products). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Depository Institutions). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Measuring, Analyzing, And Controlling Instruments; Photographic, Medical And Optical Goods; Watches And Clocks). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Miscellaneous Retail). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Measuring, Analyzing, And Controlling Instruments; Photographic, Medical And Optical Goods; Watches And Clocks). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Oil And Gas Extraction). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Wholesale Trade-non-durable Goods). There are ## eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...Other Key Provisions Permitted Offer: No Limited Threshold Reduction: No Exchange Feature: Yes Chewable: No Sunset Provision: Yes Review Years: # Tide Provision: No Pill History Original Plan filed on ##-##-#### in a #-K effective ##-##-#### State Statutes Section ### of Title ## of the Delaware Code provides for the continuation of labor contacts after a business combination. Under the provision no labor contracts can be terminated as a result of a business combination unless agreed upon by the parties to the contract. Section ### of the Delaware General Corporation Law provides that a stockholder acquiring more than ##% of the outstanding voting shares of the corporation (an "Interested Stockholder") but less than ##% of such shares may not engage in certain Business Combinations with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless prior to such date, the board of directors of the corporation approves...

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Depository Institutions). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....

...(#) Percentages are based upon the number of eligible and active companies in the SharkRepellent.net database. For the Poison Pill In Force calculation by index, non-US companies are included. (#) Supermajority vote requirement (e.g., ##.##%, ##%, ##%) for shareholders to amend/repeal at least one charter or bylaw provision. (#) SIC Group is defined as the first two digits of this company's primary SIC code (##: Industrial And Commercial Machinery And Computer Equipment). There are ### eligible and active companies in the SharkRepellent.net database in this SIC group. (#) The FactSet Bullet Proof Rating is a weighted average index comprised of significant components that impact takeover defenses. The rating scale is from # to ## with a ## representing the most formidable defenses. The rating system is a relative measurement and is not intended to measure the probability of a successful defense....