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Wiki Wiki Summary
Arithmetic Arithmetic (from Ancient Greek ἀριθμός (arithmós) 'number', and τική [τέχνη] (tikḗ [tékhnē]) 'art, craft') is an elementary part of mathematics that consists of the study of the properties of the traditional operations on numbers—addition, subtraction, multiplication, division, exponentiation, and extraction of roots. In the 19th century, Italian mathematician Giuseppe Peano formalized arithmetic with his Peano axioms, which are highly important to the field of mathematical logic today.
Operation Mincemeat Operation Mincemeat was a successful British deception operation of the Second World War to disguise the 1943 Allied invasion of Sicily. Two members of British intelligence obtained the body of Glyndwr Michael, a tramp who died from eating rat poison, dressed him as an officer of the Royal Marines and placed personal items on him identifying him as the fictitious Captain (Acting Major) William Martin.
Special Activities Center The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015.
Operations management Operations management is an area of management concerned with designing and controlling the process of production and redesigning business operations in the production of goods or services. It involves the responsibility of ensuring that business operations are efficient in terms of using as few resources as needed and effective in meeting customer requirements.
Emergency operations center An emergency operations center (EOC) is a central command and control facility responsible for carrying out the principles of emergency preparedness and emergency management, or disaster management functions at a strategic level during an emergency, and ensuring the continuity of operation of a company, political subdivision or other organization.\nAn EOC is responsible for strategic direction and operational decisions and does not normally directly control field assets, instead leaving tactical decisions to lower commands.
Operations research Operations research (British English: operational research), often shortened to the initialism OR, is a discipline that deals with the development and application of advanced analytical methods to improve decision-making. It is sometimes considered to be a subfield of mathematical sciences.
Surgery Surgery is a medical or dental specialty that uses operative manual and instrumental techniques on a person to investigate or treat a pathological condition such as a disease or injury, to help improve bodily function, appearance, or to repair unwanted ruptured areas.\nThe act of performing surgery may be called a surgical procedure, operation, or simply "surgery".
Operation (mathematics) In mathematics, an operation is a function which takes zero or more input values (called operands) to a well-defined output value. The number of operands (also known as arguments) is the arity of the operation.
Arrested Development Arrested Development is an American television sitcom created by Mitchell Hurwitz, which originally aired on Fox for three seasons from 2003 to 2006, followed by a two-season revival on Netflix from 2013 to 2019. The show follows the Bluths, a formerly wealthy dysfunctional family.
Sustainable development Sustainable development is an organizing principle for meeting human development goals while also sustaining the ability of natural systems to provide the natural resources and ecosystem services on which the economy and society depend. The desired result is a state of society where living conditions and resources are used to continue to meet human needs without undermining the integrity and stability of the natural system.
Software development Software development is the process of conceiving, specifying, designing, programming, documenting, testing, and bug fixing involved in creating and maintaining applications, frameworks, or other software components. Software development involves writing and maintaining the source code, but in a broader sense, it includes all processes from the conception of the desired software through to the final manifestation of the software, typically in a planned and structured process.
Management development Management development is the process by which managers learn and improve their management skills.\n\n\n== Background ==\nIn organisational development, management effectiveness is recognized as a determinant of organisational success.
Manufacturing Manufacturing is the creation or production of goods with the help of equipment, labor, machines, tools, and chemical or biological processing or formulation. It is the essence of secondary sector of the economy.
Automotive industry The automotive industry comprises a wide range of companies and organizations involved in the design, development, manufacturing, marketing, and selling of motor vehicles. It is one of the world's largest industries by revenue (from 16 % such as in France up to 40 % to countries like Slovakia).
Product liability Product liability is the area of law in which manufacturers, distributors, suppliers, retailers, and others who make products available to the public are held responsible for the injuries those products cause. Although the word "product" has broad connotations, product liability as an area of law is traditionally limited to products in the form of tangible personal property.
Legal liability In law, liable means "responsible or answerable in law; legally obligated". Legal liability concerns both civil law and criminal law and can arise from various areas of law, such as contracts, torts, taxes, or fines given by government agencies.
Liability insurance Liability insurance (also called third-party insurance) is a part of the general insurance system of risk financing to protect the purchaser (the "insured") from the risks of liabilities imposed by lawsuits and similar claims and protects the insured if the purchaser is sued for claims that come within the coverage of the insurance policy.\nOriginally, individual companies that faced a common peril formed a group and created a self-help fund out of which to pay compensation should any member incur loss (in other words, a mutual insurance arrangement).
Limited liability company A limited liability company (LLC) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation.
Limited liability Limited liability is a legal status where a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or partnership. If a company that provides limited liability to its investors is sued, then the claimants are generally entitled to collect only against the assets of the company, not the assets of its shareholders or other investors.
No liability A no-liability company in Australia (suffix NL) is a company which, under the Corporations Act 2001 (Cth), must have as its stated objects that it is solely a mining company and that it is not entitled to calls on the unpaid issue price of shares. It is a company which is restricted to mining activities and is the only sort of corporation which is entitled to this form of liability, given the sometimes financially risky business of mining.
Limited liability partnership A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. It therefore can exhibit elements of partnerships and corporations.
Vicarious liability Vicarious liability is a form of a strict, secondary liability that arises under the common law doctrine of agency, respondeat superior, the responsibility of the superior for the acts of their subordinate or, in a broader sense, the responsibility of any third party that had the "right, ability or duty to control" the activities of a violator. It can be distinguished from contributory liability, another form of secondary liability, which is rooted in the tort theory of enterprise liability because, unlike contributory infringement, knowledge is not an element of vicarious liability.
Business Business is the activity of making one's living or making money by producing or buying and selling products (such as goods and services). It is also "any activity or enterprise entered into for profit."Having a business name does not separate the business entity from the owner, which means that the owner of the business is responsible and liable for debts incurred by the business.
Business Insider Insider – previously named Business Insider (BI) – is an American financial and business news website founded in 2007. Since 2015, a majority stake in Business Insider's parent company Insider Inc.
Small business Small businesses are corporations, partnerships, or sole proprietorships which have fewer employees and/or less annual revenue than a regular-sized business or corporation. Businesses are defined as "small" in terms of being able to apply for government support and qualify for preferential tax policy varies depending on the country and industry.
Business administration Business administration (also known as business management) is the administration of a commercial enterprise. It includes all aspects of overseeing and supervising business operations.
Business Is Business Business-to-business (B2B or, in some countries, BtoB) is a situation where one business makes a commercial transaction with another. This typically occurs when:\n\nA business is sourcing materials for their production process for output (e.g., a food manufacturer purchasing salt), i.e.
Business intelligence Business intelligence (BI) comprises the strategies and technologies used by enterprises for the data analysis and management of business information. Common functions of business intelligence technologies include reporting, online analytical processing, analytics, dashboard development, data mining, process mining, complex event processing, business performance management, benchmarking, text mining, predictive analytics, and prescriptive analytics.
Business Proposal Business Proposal (Korean: 사내 맞선; Hanja: 社內맞선; RR: Sanae Matseon; lit. The Office Blind Date) is a South Korean romantic comedy television series based on the webtoon of the same title written by HaeHwa and illustrated by Narak.
Equity (finance) In finance, equity is ownership of assets that may have debts or other liabilities attached to them. Equity is measured for accounting purposes by subtracting liabilities from the value of the assets.
Shareholder A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation.
Activist shareholder An activist shareholder is a shareholder who uses an equity stake in a corporation to put pressure on its management. A fairly small stake (less than 10% of outstanding shares) may be enough to launch a successful campaign.
Shareholders' agreement A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an agreement amongst the shareholders or members of a company. In practical effect, it is analogous to a partnership agreement.
Annual general meeting An annual general meeting (AGM, also known as the annual meeting) is a meeting of the general membership of an organization.\nThese organizations include membership associations and companies with shareholders.
Risk Factors
Given the nature of the markets in which we participate, we cannot reliably predict future revenues and profitability
Changes in competitive, market and economic conditions may cause us to adjust our operations
A high proportion of our costs are fixed, due in part to our significant sales, research and development and manufacturing costs
Thus, small declines in revenue could disproportionately affect our operating results
Factors that may affect our operating results and the market price of our Common Stock include: • demand for and market acceptance of our products; • competitive pressures resulting in lower selling prices; • adverse changes in the level of economic activity in regions in which we do business; • low or fluctuating levels of political stability in regions in which we do business; • adverse changes in industries, such as semiconductors and electronics, on which we are particularly dependent; • changes in the portions of our revenue represented by various products and customers; • delays or problems in the introduction of new products; • the announcement or introduction of new products, services or technological innovations by our competitors; • variations in our product mix; 21 ______________________________________________________________________ [49]Table of Contents • the timing and amount of our expenditures in anticipation of future sales; • exchange rate fluctuations; • increased costs of raw materials or supplies; • changes in the volume or timing of product orders; • timing of completion of acceptance testing of some of our products; • natural disasters; and • changes in general economic factors
We face aggressive competition in many areas of business
If we do not compete effectively, our business will be harmed
In the security and inspection and medical monitoring and anesthesia systems markets, competition is based primarily on such factors as product performance, functionality and quality, cost, prior customer relationships, technological capabilities of the product, price, certification by government authorities, local market presence and breadth of sales and service organization
In the optoelectronic devices and electronics manufacturing markets competition is based primarily on factors such as expertise in the design and development of optoelectronic devices, product quality, timeliness of delivery, price, customer technical support and on the ability to provide fully-integrated services from application development and design through volume subsystem production
We may not be able to compete effectively with all of our competitors
To remain competitive, we must develop new products and enhance our existing products and services in a timely manner
We anticipate that we may have to adjust prices of many of our products to stay competitive
In addition, new competitors may emerge, and entire product lines or service offerings may be threatened by new technologies or market trends that reduce the value of these product lines or service offerings
The September 11, 2001 terrorist attacks and the creation of the US Department of Homeland Security have increased financial expectations that may not materialize
The September 11, 2001 terrorist attacks and the subsequent creation of the US Department of Homeland Security have created increased interest in our security and inspection systems, however, we are not certain whether the level of demand will continue to be as high as it is now
Additionally, should our products be considered as a part of the future security solution, it is unclear what the level may be and how quickly funding to purchase our products may be made available
These factors may adversely impact us and create unpredictability in revenues and operating results
If operators of our security and inspection systems fail to detect weapons, explosives or other devises that are used to commit a terrorist act, we could be exposed to product liability and related claims for which we may not have adequate insurance coverage
Our business exposes us to potential product liability risks that are inherent in the development, manufacturing, sale and service of security inspection systems
Our customers use our security and inspection systems to help them detect items that could be used in performing terrorist acts or other crimes
Others signal to the operator that further investigation is required
In either case, the training, reliability and competence of the customer’s operator is crucial to the detection of suspicious items
Furthermore, security inspection by technological means is circumstance and application-specific
In addition, our security and inspection systems are not designed to work under all circumstances
We test the reliability of 22 ______________________________________________________________________ [50]Table of Contents our security and inspection systems during both their development and manufacturing phases
We also perform such tests if we are requested to perform installation, warranty or post-warranty servicing
However, our security inspection systems are advanced mechanical and electronic devices and therefore can malfunction
In addition, there are also many other factors beyond our control that could lead to liability claims should an act of terrorism occur
The September 11, 2001 and 1993 World Trade Center bombing attacks, and the potential for future attacks, have caused commercial insurance for such threats to become extremely difficult to obtain
It is very likely that, should we be found liable following a major act of terrorism, the insurance we currently have in place would not fully cover the claims for damages
Our medical monitoring and anesthesia systems could give rise to product liability claims that could materially and adversely affect our financial condition and results of operations
The development, manufacturing and sale of medical devices expose us to significant risk of product liability claims and, sometimes, product failure claims
We face an inherent business risk of financial exposure to product liability claims if the use of our medical devices results in personal injury or death
Substantial product liability litigation currently exists within the medical device industry
Some of our medical monitoring and anesthesia systems businesses have, in the past, been subject to product liability claims and/or product recalls
To date, no such claim or recall has had a significant impact on our operations
Future product liability claims may exceed the limits of our insurance coverages or such insurance may not continue to be available to us on commercially reasonable terms, or at all
Consequently, a product liability claim or other claim with respect to uninsured liabilities, or in excess of insured liabilities, could have a material adverse effect on our business, financial condition, operating results and cash flows
Our revenues are dependent on orders of security and inspection systems and medical monitoring and anesthesia systems, which may have lengthy and unpredictable sales cycles
Sales of security and inspection systems often depend upon the decision of governmental agencies to upgrade or expand existing airports, border crossing inspection sites, seaport inspection sites and other security installations
Sales outside of the United States of our medical monitoring and anesthesia systems depend in significant part on the decision of governmental agencies to build new medical facilities or to expand or update existing medical facilities
Accordingly, a significant portion of our sales of security and inspection systems and our medical monitoring and anesthesia systems is often subject to delays associated with the lengthy approval processes that typically accompany such capital expenditures
During these approval periods, we expend significant financial and management resources in anticipation of future orders that may not occur
If we fail to receive an order after expending such resources, such failure could have a material adverse effect on our business, financial condition and results of operations
If we do not introduce new products in a timely manner, our products could become obsolete and our operating results would suffer
We sell many of our products in industries characterized by rapid technological changes, frequent new product and service introductions and evolving industry standards and customer needs
Without the timely introduction of new products and enhancements, our products could become technologically obsolete over time, in which case our revenue and operating results would suffer
The success of our new product offerings will depend upon several factors, including our ability to: • accurately anticipate customer needs; • innovate and develop new technologies and applications; • successfully commercialize new technologies in a timely manner; • price our products competitively and manufacture and deliver our products in sufficient volumes and on time; and • differentiate our offerings from our competitors’ offerings
23 ______________________________________________________________________ [51]Table of Contents Some of our products are used by our customers to develop, test and manufacture their products
We therefore must anticipate industry trends and develop products in advance of the commercialization of our customers’ products
In developing any new product, we may be required to make a substantial investment before we can determine the commercial viability of the new product
If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of products that do not lead to significant revenues
Interruptions in our ability to purchase raw materials and components may adversely affect our profitability
We purchase certain raw materials and subcomponents from third parties pursuant to purchase orders placed from time to time
Purchase order terms range from three months to one year at fixed costs, but we do not have guaranteed long-term supply arrangements with our suppliers
Any material interruption in our ability to purchase necessary raw materials or subcomponents could have a material adverse effect on our business, financial condition and results of operations
We may not be able to successfully implement our acquisitions strategy, integrate acquired businesses into our existing business or make acquired businesses profitable
One of our strategies is to supplement our internal growth by acquiring businesses and technologies that complement or augment our existing product lines
This growth has placed, and may continue to place, significant demands on our management, working capital and financial resources
We may be unable to identify or complete promising acquisitions for many reasons, including: • competition among buyers; • the need for regulatory approvals, including antitrust approvals; and • the high valuations of businesses
Some of the businesses we may seek to acquire may be marginally profitable or unprofitable
For these acquired businesses to achieve acceptable levels of profitability, we must improve their management, operations, products and market penetration
We may not be successful in this regard and may encounter other difficulties in integrating acquired businesses into our existing operations
To finance our acquisitions, we may have to raise additional funds, through either public or private financings
We may be unable to obtain such funds or may be able to do so only on unfavorable terms
Our acquisition and alliance activities could disrupt our ongoing business
We intend to continue to make investments in companies, products and technologies, either through acquisitions, investments or alliances
Acquisition and alliance activities often involve risks, including: (i) difficulty in assimilating the acquired operations and employees; (ii) difficulty in managing product co-development activities with our alliance partners; (iii) difficulty in retaining the key employees of the acquired operation; (iv) disruption of our ongoing business; (v) inability to successfully integrate the acquired technologies and operations into our businesses and maintain uniform standards, controls, policies and procedures; and (vi) lacking the experience necessary to enter into new product or technology markets successfully
In addition, from time to time, our competitors acquire or enter into exclusive arrangements with companies with whom we do business or may do business in the future
Reductions in the number of partners with whom we may do business in a particular context may reduce our ability to enter into critical alliances on attractive terms or at all, and the termination of an existing alliance by a business partner may disrupt our operations
24 ______________________________________________________________________ [52]Table of Contents Economic, political and other risks associated with international sales and operations could adversely affect our sales
In fiscal year 2004, revenues from shipments made outside of the United States accounted for approximately 41prca of our revenues, 40prca in fiscal year 2005 and 42prca in fiscal year 2006
Of the revenues generated during fiscal year 2006 from shipments made to customers outside of the United States, 46prca represented sales made by subsidiaries based in United States to foreign customers, and the balance represented sales generated by foreign subsidiaries
Since we sell certain of our products worldwide, our businesses are subject to risks associated with doing business internationally
We anticipate that revenues from international operations will continue to represent a substantial portion of our total revenue
In addition, many of our manufacturing facilities, and therefore employees, suppliers, real property, capital equipment, cash and other assets are located outside the United States
Accordingly, our future results could be harmed by a variety of factors, including: • changes in foreign currency exchange rates; • changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets; • longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions; • trade protection measures and import or export licensing requirements; • differing legal and court systems; • differing tax laws and changes in those laws; • difficulty in staffing and managing widespread operations; • differing labor laws and changes in those laws; • differing protection of intellectual property and changes in that protection; and • differing regulatory requirements and changes in those requirements
Our products may infringe on the intellectual property rights of others, and resulting claims against us could be costly and prevent us from making or selling certain products
Third parties may seek to claim that our products and operations infringe their patent or other intellectual property rights
In addition, we may find it necessary to initiate litigation in order to protect our patent or other intellectual property rights
Under either circumstance, we may incur significant expenses
Our competitors may seek to challenge the intellectual property rights on which some of our new and more promising products are based
As we introduce any new and potentially promising product, companies possessing competing technologies may be motivated to assert infringement claims in order to delay or diminish potential sales and challenge our right to market such product
Lengthy and costly litigation may be necessary in order to defend against these claims
Our ongoing success is dependent upon the continued availability of certain key employees
We are dependent in our operations on the continued availability of the services of our employees, many of whom are individually key to our current and future success, and the availability of new employees to implement our growth plans
In particular, we are dependent upon the services of Deepak Chopra, our Chairman of the Board of Directors, President and Chief Executive Officer
We have entered into a 5-year employment agreement 25 ______________________________________________________________________ [53]Table of Contents with Mr
Chopra, which expires July 18, 2010 and we maintain a dlra13dtta0 million policy of key man life insurance on the life of Mr
The market for skilled employees is highly competitive, especially for employees in technical fields
While our compensation programs are intended to attract and retain the employees required for it to be successful, ultimately, we may not be able to retain the services of all of our key employees or a sufficient number to execute on our plans
In addition, we may not be able to continue to attract new employees as required
Substantial government regulation in the United States and abroad may restrict our ability to sell our medical monitoring and anesthesia systems
The FDA and comparable regulatory authorities in foreign countries extensively and rigorously regulate our medical monitoring and anesthesia systems, including related development activities and manufacturing processes
In the United States, the FDA regulates the introduction of medical devices as well as the manufacturing, labeling and record-keeping procedures for such products
We are required to: • obtain clearance before we can market and sell medical devices; • satisfy content requirements applicable to our labeling, sales and promotional materials; • comply with manufacturing and reporting requirements; and • undergo rigorous inspections
Our future products may not obtain FDA clearance on a timely basis, or at all
Our medical monitoring and anesthesia systems must also comply with the laws and regulations of foreign countries in which we develop, manufacture and market such products
This trend is likely to continue and the cost and time required to obtain marketing clearance in any given country may increase as a result
Our products may not obtain any necessary foreign clearances on a timely basis, or at all
Once any of our medical monitoring and anesthesia systems is cleared for sale, regulatory authorities may still limit the use of such product, prevent its sale or manufacture or require a recall or withdrawal of such product from the marketplace
Following initial clearance from regulatory authorities, we continue to be subject to extensive regulatory requirements
Government authorities can withdraw marketing clearance due to our failure to comply with regulatory standards or due to the occurrence of unforeseen problems following initial clearance
Ongoing regulatory requirements are wide-ranging and govern, among other things: • annual inspections to retain CE mark for sale of products in the European Union; • product manufacturing; • supplier substitution; • product changes; • process modifications; • medical device reporting; and • product sales and distribution
Our failure to comply with environmental regulations may create significant environmental liabilities and force us to modify our manufacturing processes
We are subject to various foreign and US federal, state and local environmental laws, ordinances and regulations relating to the use, storage, handling and disposal of certain hazardous substances and wastes used or generated in the manufacturing and assembly of our products
Under such laws, we may become liable for the costs of removal or remediation of certain hazardous substances or wastes that have been or are being disposed of 26 ______________________________________________________________________ [54]Table of Contents offsite as wastes or that have been or are being released on or in our facilities
Such laws may impose liability without regard to whether we knew of, or caused, the release of such hazardous substances or wastes
Any failure by us to comply with present or future regulations could subject us to the imposition of substantial fines, suspension of production, alteration of manufacturing processes, or cessation of operations, any of which could have a material adverse effect on our business, financial condition and results of operations
We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have our independent registered public accounting firm attest to these controls
As directed by the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission adopted rules requiring public companies to include in their annual reports an assessment of the effectiveness of the company’s internal controls over financial reporting
In addition, the independent registered public accounting firm auditing a public company’s financial statements must attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting, as well as the operating effectiveness of the company’s internal controls over financial reporting
We evaluate our internal controls over financial reporting in order to allow our management to report on, and our independent registered public accounting firm to attest to, our internal controls
We expect to continue to expend significant resources in complying with the documentation and testing procedures required by the Sarbanes-Oxley Act of 2002
However, there will remain an ongoing risk that we will not comply with all of its requirements
If our independent registered public accounting firm differs from us in its interpretation of the requirements imposed on us by the Sarbanes-Oxley Act of 2002, or if it is not satisfied with our internal controls over financial reporting or with the level at which such controls are documented, operated or reviewed, we may be delayed in filing reports with the Securities and Exchange Commission, our independent registered public accounting firm may decline to attest to our management’s assessment or it may issue a qualified report
In addition, if our independent registered public accounting firm is unable to rely on our internal controls over financial reporting in connection with its audit of our financial statements and if it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we could receive a qualified or adverse audit opinion in connection with those financial statements
Accordingly, we may not receive a favorable report from our independent registered public accounting firm regarding our internal controls over financial reporting and the operating effectiveness of our internal controls over financial reporting
If we identify material weaknesses in our internal controls over financial reporting that we cannot remediate in a timely manner or if we receive an adverse report from our independent registered public accounting firm with respect to our internal controls over financial reporting, investors and others may lose confidence in the reliability of our financial statements and the market for our Common Stock could be adversely affected
Our operations are subject to certain risks and uncertainties associated with the listing in the United Kingdom of common stock of Spacelabs Healthcare
In October 2005, we announced the initial public offering in the United Kingdom of 13dtta5 million previously unissued shares of common stock (representing approximately 20prca of its total issued and outstanding shares) of Spacelabs Healthcare, a newly formed subsidiary composed of the business operations of our Healthcare division
These shares currently trade under the ticker symbol “SLAB” on the Alternative Investment Market (AIM), a market administered by the London Stock Exchange
The value of these shares, and consequently the value of the shares in Spacelabs Healthcare that we retained following the placing, is subject to stock price fluctuations as well as fluctuations in the British pound, the currency in which the shares trade
A downturn in the performance of equity markets in the United Kingdom generally, or on the AIM specifically, could depress the value of the Spacelabs Healthcare shares that we own
27 ______________________________________________________________________ [55]Table of Contents We receive significant amounts of research and development funding for our security and inspection systems from government grants and contracts
We may not continue to receive comparable levels of funding for future product development
The US government currently plays an important role in funding the development of certain of our security and inspection systems and sponsoring their deployment at airports, ports and border crossings
However, in the future, additional research and development funds from the government may not be available to us
If the government fails to continue to sponsor our technologies we may have to expend more resources on product development or cease development of certain technologies, which could adversely affect our business
In addition, any future grants to our competitors may improve their ability to develop and market competing products and cause our customers to delay purchase decisions, which could harm our ability to market our products
Our Articles of Incorporation and other agreements contain provisions that could discourage a takeover
Our Articles of Incorporation authorize our Board of Directors to issue up to 10cmam000cmam000 shares of Preferred Stock in one or more series, to fix the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued shares of Preferred Stock, to fix the number of shares constituting any such series and to fix the designation of any such series, without further vote or action by shareholders
The terms of any series of Preferred Stock, which may include priority claims to assets and dividends and special voting rights, could adversely affect the rights of the holders of our Common Stock and thereby reduce the value of our Common Stock
We have no present plans to issue shares of Preferred Stock
The issuance of Preferred Stock, coupled with the concentration of ownership in the directors and executive officers, could discourage certain types of transactions involving an actual or potential change in control of our company, including transactions in which the holders of Common Stock might otherwise receive a premium for their shares over then current prices, otherwise dilute the rights of holders of Common Stock and may limit the ability of such shareholders to cause or approve transactions which they may deem to be in their best interests, all of which could have a material adverse effect on the market price of our Common Stock
We have in place a stockholder rights plan, adopted in 2000, under which our shareholders are entitled to purchase shares of Preferred Stock under certain circumstances
The stockholder rights plan may have the effect of impeding or preventing certain types of transactions involving a change in control of our company that could be beneficial to the shareholders
Our Articles of Incorporation limit the liability of its directors, which may limit the remedies we or our shareholders have available
Our Articles of Incorporation provide that, pursuant to the California Corporations Code, the liability of our directors for monetary damages shall be eliminated to the fullest extent permissible under California law
This is intended to eliminate the personal liability of a director for monetary damages in an action brought by us, or in our right, for breach of a director’s duties to us or our shareholders and may limit the remedies available to us or our shareholders
This provision does not eliminate the directors’ fiduciary duty and does not apply to liabilities for: (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (ii) acts or omissions that a director believes to be contrary to the best interests of our company or our shareholders or that involve the absence of good faith on the part of the director; (iii) any transaction from which a director derived an improper personal benefit; (iv) acts or omissions that show a reckless disregard for the director’s duty to the our company or our shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to our company or our shareholders; (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to our company or our shareholders; (vi) certain transactions or the approval of transactions in which a director has a material financial interest; and (vii) expressly imposed by statute for approval of certain improper distributions to shareholders or certain loans or guarantees