SharkRepellent.net

...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....