alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Edgewater Foods International, Inc. Exhibit 10.7






AMENDMENT NO. 1 TO

REGISTRATION RIGHTS AGREEMENT




This Amendment No. 1 (this “Amendment”) is made and entered into as of the ____ day of May, 2006 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and the undersigned purchasers (the “Purchasers”) of shares of Series A Convertible Preferred Stock of the Company.  Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Rights Agreement (as defined below).




WHEREAS, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) dated as of April 12, 2006.




WHEREAS, the Company and the Purchasers desire to amend the Registration Rights Agreement.




NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows:




1.

The definition of “Filing Date“ contained in Section 1 of the Registration Rights Agreement is hereby deleted in its entirety and the following language shall replace such definition in Section 1 of the Registration Rights Agreement:




"Filing Date" means the fifth (5th) Business Day following the closing of the Additional Preferred Stock and Warrant Financing, but in no event later than June 30, 2006; provided that, if the Filing Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Filing Date shall be the following Business Day.  

 

2.

Except as expressly amended by this Amendment, the parties agree that all other provisions of the Registration Rights Agreement remain unchanged and that the Registration Rights Agreement remains in full force and effect.




3.

This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]




















IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly executed as of the date first written above.







	 	 	EDGEWATER FOODS INTERNATIONAL, INC.


	 	 	 
	 	 	By:  ______________________________________


	 	 	Name:  Michael Boswell

Title:  Acting Chief Financial Officer


	 	 	 
	 	 	 
	 	 	PURCHASER:


	 	 	 
	 	 	By: _______________________________________

Name:

Title:
---

EXHIBIT 32.1

CERTIFICATION OFCHIEF EXECUTIVE
OFFICERANDCHIEF FINANCIAL OFFICERPURSUANT
TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT
TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Lars Brannvall, Chief Executive Officer and Chief Financial
Officer of Coloured (US) Inc., (the Company), hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge:

|(i)  | the annual report on Form 10-KSB of the Company for the
      year ended September 30, 2007 (the Annual Report) fully complies with
      the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
      of 1934, as amended; and
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                     
|(ii) | the information contained in the Annual Report fairly
      presents, in all material respects, the financial condition and results of
      operations of the Company.                                                                             

| | By:    | */s/ Lars Brannvall*            
| | ------ | --------------------------------
| |        | ________________________________
| | Name:  | Lars Brannvall                  
| |        |                                 
| | Title: | Chief Executive Officer and     
| |        | Chief Financial Officer         
| |        |                                 
| | Date:  | January 31, 2008                

---
<PAGE>

                                                                    Exhibit 11.1

                        WESLEY JESSEN VISIONCARE, INC.

                   COMPUTATION OF EARNINGS (LOSS) PER SHARE
                   (in thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                         ------------------------------------------------------
                                                               1999               1998               1997
                                                         ----------------   ----------------   ----------------
<S>                                                      <C>                <C>                <C>
Computation of basic net income (loss) per share:

Net income (loss)                                         $       35,011     $       29,597     $        3,298
                                                         ================   ================   ================
Weighted average common shares outstanding                        17,248             17,432             16,898
Basic net income (loss) per share                         $         2.03     $         1.70     $         0.20
                                                         ================   ================   ================

Computation of diluted net income (loss) per share:

Net income (loss)                                         $       35,011     $       29,597     $        3,298
                                                         ================   ================   ================
Weighted average common shares outstanding                        17,248             17,432             16,898
Net additional shares issuable in connection with
   stock options pursuant to the treasury stock method             1,376              1,472              1,553
                                                         ----------------   ----------------   ----------------
Diluted weighted average common shares outstanding                18,624             18,904             18,451
                                                         ================   ================   ================
Diluted net income (loss) per share                       $         1.88     $         1.57     $         0.18
                                                         ================   ================   ================
</TABLE>
**EXHIBIT 13.1****Section 906 Certification by Principal Executive Officer**In connection with the Annual Report of Elbit Medical Imaging Ltd. (the “Company”) on Form 20-F forthe year ended December 31, 2006, as filed with the Securities and Exchange Commission on the datehereof (the “Report”), I, Shimon Yitzhaki, Principal Executive Officer of the Company, certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002 that, to the best of my knowledge:(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934 as amended; and(2) the information contained in the Report fairly presents, in all material respects, thefinancial condition and results of operations of the Company.Date: July 2, 2007       /s/ Shimon Yitzhaki    Shimon Yitzhaki    President
Exhibit 15.11




LETTER OF CONSENT




We hereby consent to the reference to our studies relating to the valuation report of options granted by Plaza Centers N.V. ("the Company") to Elbit Imaging Ltd's Vice Chairman of the Board in respect of the Company's operations in India as of December 31, 2008 dated April 2009 and as of December 31, 2007 dated March 2008, in the Annual Report on Form 20-F of Elbit Imaging Ltd. for the year ended December 31, 2009 and to the incorporation by reference of this Annual Report in the Registration Statements on Form S-8 (Registration No. 333-117509, No. 333-130852, No. 333-136684 and No. 333-152820 ) filed by Elbit Imaging Ltd., as required by the U.S. Securities and Exchange Commission and in the Shelf Prospectus filed by Elbit Imaging Ltd. with the Israeli Securities Authority and the Tel Aviv Stock Exchange on July 21, 2009.





This consent is not to be construed as an admission that we are an expert or that we are a person whose consent is required to be filed with the Annual Report under the provisions of the Securities Act of 1933, as amended.







Very truly yours,/s/BDO Ziv Haft Consulting & Management Ltd.BDO Ziv Haft Consulting & Management Ltd.




May 9, 2010


Tel Aviv, Israel
#### Essleiny A., Matter of (Rafael A.)

1st Dept: 142 AD3d 862

denied*
**Exhibit 23.1**

**CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

We consent to theincorporation by reference in Registration Statement Nos. 333-30847, 333-57952,333-101233 and 333-107111 on Form S-8, and in Registration Statement No.333-101232 on Form S-3 of our reports dated March 7, 2006 (February 3,2007as to note 5 and the effects of therestatement discussed in note 17) (which report expresses an unqualifiedopinion and includes an explanatory paragraph relating to the restatementdiscussed in note 17)relatingto the financial statements and financial statement schedule of Epiq Systems,Inc. and our report relating to management’s report on the effectiveness ofinternal control over financial reporting dated March 7, 2006 (February 3, 2007as to the effects of the material weakness described in management’s report)(which report expresses an adverse opinion on the effectiveness of internalcontrol over financial reporting), appearing in this Amendment No. 1 to theAnnual Report on Form 10-K/A of Epiq Systems, Inc. for the yearended December 31, 2005.

*/s/   DELOITTE & TOUCHE LLP*

KansasCity, MissouriFebruary 7, 2007

----
No. 09-10643.

#### Adan Garcia Rosales, Petitioner v. N. Dawson, Warden.

562 U.S. 848, 131 S. Ct. 95,

178 L. Ed. 2d 60,

2010 U.S. LEXIS 5993.

October 4, 2010.

Petition for writ of certiorari to the United States Court of Appeals for the Ninth Circuit denied.
STATE OF LOUISIANA

COURT OF APPEAL, FIRST CIRCUIT

STATE OF LOUISIANA NO. 2023 KW 0511

VERSUS

BILLY JOSEPH FAYE AUGUST 14, 2023

In Re: Billy Joseph Faye, applying for supervisory writs, 

32nd Judicial District Court, Parish of Terrebonne, 

No. 620769. 

BEFORE: McCLENDON, HESTER AND MILLER, JJ. 

WRIT DENIED. 

PMC

CHH

SMM

OURT OF APPEAL, FIRST CIRCUIT

W

DUTY CLERK OF COURT

FOR THE COURT
EXHIBIT 8




Primary Operating Subsidiaries of Elbit Systems Ltd.


100%
 Elbit Systems
 Electro-Optics Elop
 EUROPE
 100%
 Elbit Systems of America
 100%
 Elbit Security
Systems
 USA
 ISRAEL
 ASIA/OCEANA
 100%
 McLean Operations
 (ICI)
 100%
 Elbit Systems Land and
 C4I
 100%
 Elbit Systems
Cyclone
 100%*
 Elisra
 100%
 Kinetics
 50%
 SCD
 50%
 Opgal
 100%
 Ferranti
 (United Kingdom)
 100%
 UEL
 (United Kingdom)
 100%
 European
Subsidiary
(Belgium)
  100%
 Elbit Sisteme
 (Romania)
 100%
 Telefunken
 (Germany)
 51%
 U-TacS
 (United Kingdom)
 100%
 Elbit Systems of Korea
 (Korea)
 26%
 HALBIT
 (India)
 SOUTH AMERICA
 100%
 AEL
 (Brazil)
 100%
 Fort Worth Operations
(EFW)
 100%
 Merrimack Operations
 (Kollsman)
 100%
 Talladega Operations
(IEI)
 100%
 Tallahassee Operations
(Talla-Com)
 50%
 UAS Dynamics
 100%
 European Subsidiary
(Austria)
 100%
 Soltam
 100%
 Azimuth
 100%
 ITL Optronics
 100%
 ARES/Periscopio
 (Brazil)
 100%
 Elbit Systems of
Australia
 (Australia)
 100%
 Boca Raton
Operations (RTL)
 100%
 San Antonio
Operations (M7)
 50%
 Vision Systems
International
 * Agreement reached in February 2011 to increase holdings in Elisra from 70% to 100%.
<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                   Year
<FISCAL-YEAR-END>                              Dec-31-1999
<PERIOD-START>                                 Jan-01-1999
<PERIOD-END>                                   Dec-31-1999
<CASH>                                         13,686
<SECURITIES>                                   39,263
<RECEIVABLES>                                  13,663
<ALLOWANCES>                                   2,115
<INVENTORY>                                    4,346
<CURRENT-ASSETS>                               70,703
<PP&E>                                         12,353
<DEPRECIATION>                                 8,895
<TOTAL-ASSETS>                                 76,683
<CURRENT-LIABILITIES>                          19,398
<BONDS>                                        0
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       18
<OTHER-SE>                                     56,597
<TOTAL-LIABILITY-AND-EQUITY>                   76,683
<SALES>                                        52,044
<TOTAL-REVENUES>                               66,207
<CGS>                                          18,460
<TOTAL-COSTS>                                  24,314
<OTHER-EXPENSES>                               32,195
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             (1,817)
<INCOME-PRETAX>                                9,339
<INCOME-TAX>                                   498
<INCOME-CONTINUING>                            8,841
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   8,841
<EPS-BASIC>                                  .50
<EPS-DILUTED>                                  .48





</TABLE>
# Employee Spotlight: Lisa Ciesielski 

/ Published Feb. 3, 2021
RICHMOND, Va., 
*Employee spotlight regularly features outstanding non-supervisory personnel from throughout the Defense Logistics Agency Aviation and other DLA employees on Defense Supply Center Richmond, Virginia. Organizational directors may submit names of employees they wish to feature in this column to DLA Aviation Public Affairs. For more information, call (804) 279-3139.*

**Name:**  Lisa Ciesielski

**Organization:**  DLA Aviation Cherry Point

**Years of Service:**  24

**What is your job title, and what do you do, specifically?** I am a customer support specialist with the components section at Fleet Readiness Center East located at Marine Corps Air Station Cherry Point, North Carolina.

**What do you like most about your job?**   What I like most about my job is the fact that I am still a part of the Department of Defense. Due to the fact that I was once an active duty Marine, being able to provide support to the Marines completes the slogan ‘Marines Helping Marines’.

**What is your fondest memory of working for DLA Aviation?**  My fondest memory of working for DLA Aviation would be back in 2015 when I was coined by former DLA Aviation Commander, Air Force Brig. Gen Mark Johnson, for being a part of a particular project.

**If you could speak directly to the warfighters you support, what would you tell them?**  If I could speak directly to the warfighters, I would say to them “I greatly appreciate your sacrifice/service and I am trying my best to support you.”

**Where do you see yourself five years from now?**  In five years, I hope to see myself retired and spending time with my two grandsons who live in Ohio.

**What’s your biggest pet peeve?**My biggest pet peeve is someone chewing with their mouth open, especially gum!

**What are some of your passions outside of work?**  Some of my passions include sewing, quilting, reading and machine embroidering. I also hold officer positions in both the local and state Marine Corps League,

**What’s the most thrilling/adventurous thing you have ever done?**  I would have to say that skydiving is the most thrilling thing I’ve ever done.

**What is your favorite military aircraft and why?**  My favorite aircraft is the Marine Corps CH-46 Helicopter because my first freefall jump was made out of one.

**What five things could you absolutely not live without?** My husband Greg, my eyesight, books, sewing and chocolate.
2016-1806.

#### Stepp v. Medina City School Dist. Bd. of Edn.

Medina App. Nos. 15CA0071-M and 15CA0073-M, 2016-Ohio-5875. Motion to consolidate denied.

O’Donnell, Kennedy, and French, JJ., dissent.
[Federal Register Volume 63, Number 109 (Monday, June 8, 1998)]
[Notices]
[Page 31245]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-15074]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION


Issuer Delisting; Notice of Application To Withdraw From Listing 
and Registration; (The Parts Source, Inc., Common Stock, $.001 Par 
Value) File No. 1-14308

June 1, 1998.
    The Parts Source, Inc. (``Company'') has filed an application with 
the Securities and Exchange Commission (``Commission''), pursuant to 
Section 12(d) of the Securities Exchange Act of 1934 (``Act'') and Rule 
12d2-2(d) promulgated thereunder, to withdraw the above specified 
security (``Security'') from listing and registration on the Boston 
Stock Exchange, Inc. (``BSE'' or ``Exchange'').
    The reasons cited in the application for withdrawing the Security 
from listing and registration include the following:
    The Security has been listed for trading on the BSE and the Nasdaq 
Stock Market (``Nasdaq'') pursuant to a Registration Statement on Form 
8-A which became effective April 8, 1996.
    The Company has complied with the BSE rules by filing with the 
Exchange a certified copy of a resolution adopted by the Company's 
Board of Directors authorizing the withdrawal of the Security from 
listing and registration on the BSE and by setting forth in detail to 
the Exchange the reasons and facts supporting the withdrawal.
    In making the decision to withdraw its Security from listing and 
registration on the BSE, the Company considered primarily the direct 
and indirect costs and expenses attendant on maintaining the listing of 
its Security on the BSE. The Company does not see any particular 
advantage in the dual trading of its Security.
    By letter dated May 12, 1998, the BSE informed the Company that it 
had no objection to the withdrawal of the Company's Security from 
listing and registration on the BSE.
    By reason of Section 12(g) of the Act and the rules and regulations 
thereunder, the Company shall continue to be obligated to file reports 
with the Commission under Section 13 of the Act.
    Any interested person may, on or before June 22, 1998, submit by 
letter to the Secretary of the Securities and Exchange Commission, 450 
Fifth Street, NW, Washington, DC 20549, facts bearing upon whether the 
application has been made in accordance with the rules of the Exchange 
and what terms, if any, should be imposed by the Commission for the 
protection of investors. The Commission, based on the information 
submitted to it, will issue an order granting the application after the 
date mentioned above, unless the Commission determines to order a 
hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 98-15074 Filed 6-5-98; 8:45 am]
BILLING CODE 8010-01-M
*September 27, 2017*

2017-Ohio-7867.]

2017-1341.

#### First Natl. Community Bank v. Garretson Firm Resolution Group.

Hamilton App. No. C-160745, 2017-Ohio-7582. On appellant’s emergency motion for stay. Motion denied.

O’Connor, C.J., and French, O’Neill, and DeWine, JJ., concur.

O’Donnell, J., dissents and would grant the motion for stay upon a $5,233,841.79 bond posted in this court.

Kennedy and Fischer, JJ., not participating.
#### WiAv Solutions Inc., Appellant, v HTC Corporation, Respondent.

[50 NYS3d 864]

Order, Supreme Court, New York County (Eileen Bransten, J.), entered on or about May 18, 2016, which granted defendant’s motion to dismiss the complaint, unanimously affirmed, with costs.

The motion court, in a thorough decision, properly determined that none of the three patent licensing agreements that defendant executed with third parties entitled plaintiff to additional payments under the agreement between plaintiff and defendant *(see e.g. Ashwood Capital, Inc. v OTG Mgt., Inc.,*99 AD3d 1 [1st Dept 2012]). The court properly rejected plaintiff’s arguments that certain options granted by defendant to those third parties, which were not alleged to be exercised, as well as the ownership status of certain patent rights transferred to the third parties, constituted a “Triggering Event” under the agreement. The court also properly determined that plaintiff’s unsupported allegations of the existence of other Triggering Events failed to state a claim and that further discovery was not warranted *(id.).*

We have considered plaintiff’s remaining arguments and find them unavailing.

Concur — Sweeny, J.P., Richter, Moskow-itz, Feinman and Gische, JJ.
#### Evelyn EE., Matter of, v Ayesha FF.

3d Dept: 143 AD3d 1120 (Proceeding No. 1)

denied*
<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         178,065
<SECURITIES>                                         0
<RECEIVABLES>                                  205,294
<ALLOWANCES>                                  (17,677)
<INVENTORY>                                  1,116,352
<CURRENT-ASSETS>                             1,721,915
<PP&E>                                       1,160,364
<DEPRECIATION>                               (956,186)
<TOTAL-ASSETS>                               3,289,969
<CURRENT-LIABILITIES>                        1,582,428
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        97,483
<OTHER-SE>                                   4,176,370
<TOTAL-LIABILITY-AND-EQUITY>                 3,289,969
<SALES>                                      1,033,821
<TOTAL-REVENUES>                             1,033,821
<CGS>                                          452,799
<TOTAL-COSTS>                                  452,799
<OTHER-EXPENSES>                               403,472
<LOSS-PROVISION>                                 1,500
<INTEREST-EXPENSE>                              83,888
<INCOME-PRETAX>                                 92,162
<INCOME-TAX>                                       800
<INCOME-CONTINUING>                             92,162
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    92,162
<EPS-PRIMARY>                                      .05
<EPS-DILUTED>                                      .05
        

</TABLE>