alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
MENTOR CORPORATION

COMPOSITE RESTATED ARTICLES OF INCORPORATION

Containing all amendments through April 1, 1998

ARTICLE I

Name

	The name of this corporation shall be Mentor Corporation.

ARTICLE II

Registered Office

	The location and post office address of the registered office of this corporation in Minnesota shall be 1499 West River Road North, Minneapolis, Minnesota 55411.

ARTICLE III

Duration

	The duration of this corporation shall be perpetual.

ARTICLE IV

Purposes

	The purposes for which this corporation is organized are general business purposes.

ARTICLE V

Powers

	This corporation shall have all the powers conferred or permitted by the laws of the State of Minnesota.

ARTICLE VI

Capital Stock

	**A.	Authorized Shares.**  The total authorized number of shares of this corporation shall be 50,000,000, all of which shall be common shares of the par value of $.10 per share.

 

	**B.	Preemptive Rights.**  No holder of common shares of this corporation shall have any preferential, preemptive, or other rights of subscription to acquire any unissued securities or rights to purchase securities of this corporation now or hereafter authorized to be sold, or to any obligations convertible into securities of the corporation of any class, or to any right of subscription to any part thereof.

	**C.	Cumulative Voting.**  No holder of common shares of this corporation shall be entitled to any cumulative voting rights for the election of directors or for any other purpose.

ARTICLE VII

Directors

	The number and qualification of directors shall be fixed and provided in the By-Laws as amended from time to time.

ARTICLE VIII

Supersession

	The foregoing Composite Restated Articles of Incorporation supersede and take the place of existing Articles of Incorporation and all amendments thereto.

ARTICLE IX

Directors' Liability

	No director of this corporation shall be personally liable to this corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to this corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Sections 302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to the effective date of this Article.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of this corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

 

 

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Test Methods for Evaluating Aerial Drones

Safety | Capabilities | Proficiency

RobotTestMethods.nist.gov

Rectangular stickers for bulk printing. 

Please see associated round stickers for details and instructions.

1

1

3

3
Test Methods for Evaluating Aerial Drones

Safety | Capabilities | Proficiency

RobotTestMethods.nist.gov

Rectangular stickers for bulk printing. 

Please see associated round stickers for details and instructions.

2

2

4

4
Test Methods for Evaluating Aerial Drones

Safety | Capabilities | Proficiency

RobotTestMethods.nist.gov

Rectangular stickers for bulk printing. 

Please see associated round stickers for details and instructions.

5

5

7

7
Test Methods for Evaluating Aerial Drones

Safety | Capabilities | Proficiency

RobotTestMethods.nist.gov

Rectangular stickers for bulk printing. 

Please see associated round stickers for details and instructions.

6

6

8

8
Test Methods for Evaluating Aerial Drones

Safety | Capabilities | Proficiency

RobotTestMethods.nist.gov

Rectangular stickers for bulk printing. 

Please see associated round stickers for details and instructions.

99
Test Methods for Evaluating Aerial Drones

Safety | Capabilities | Proficiency

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1010
<TABLE> <S> <C>
                                     
<ARTICLE>                                  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED 
FROM THE COMPANY'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                               1,000
                                           
<S>                                        <C>
<PERIOD-TYPE>                              3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1998
<CASH>                                      1,235
<SECURITIES>                                    0
<RECEIVABLES>                               3,594
<ALLOWANCES>                                    8
<INVENTORY>                                   401
<CURRENT-ASSETS>                            5,404
<PP&E>                                     74,507
<DEPRECIATION>                             27,538
<TOTAL-ASSETS>                             52,549
<CURRENT-LIABILITIES>                      10,839
<BONDS>                                         0
<COMMON>                                       70
<PREFERRED-MANDATORY>                       1,321
<PREFERRED>                                     0
<OTHER-SE>                                 40,279
<TOTAL-LIABILITY-AND-EQUITY>               52,549
<SALES>                                     3,069
<TOTAL-REVENUES>                            3,125
<CGS>                                           0
<TOTAL-COSTS>                               2,972
<OTHER-EXPENSES>                                0
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                            109
<INCOME-PRETAX>                                44
<INCOME-TAX>                                    0
<INCOME-CONTINUING>                            44
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                                   14
<EPS-PRIMARY>                                 .00
<EPS-DILUTED>                                 .00
        



</TABLE>
IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 12-51012

JOE W. AND DOROTHY DORSETT BROWN FOUNDATION;

CHAMBERS MEDICAL FOUNDATION,

Plaintiffs–Appellants,

versus

FRAZIER HEALTHCARE V, L.P.; FRAZIER HEALTHCARE III, L.P.;

FRAZIER AFFILIATES III, L.P.; TREVOR MOODY; ALAN FRAZIER;

STEVEN TALLMAN; GUY MAYER; NATHAN EVERY; 

JEFFERY NUGENT,

Defendants–Appellees.

Appeal from the United States District Court

for the Western District of Texas

No. 1:11-CV-807

Before SMITH, GARZA, and SOUTHWICK, Circuit Judges.

PER CURIAM:*

United States Court of Appeals

Fifth Circuit

F I L E D

August 12, 2013

Lyle W. Cayce

Clerk

* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not

be published and is not precedent except under the limited circumstances set forth in 5TH CIR.

R. 47.5.4.

 Case: 12-51012 Document: 00512337887 Page: 1 Date Filed: 08/12/2013
No. 12-51012

The plaintiffs, who were former shareholders, sued, alleging breach of fiduciary duty and related claims arising from a merger. The district court dismissed, correctly concluding that the claims were derivative and not direct under

Delaware law. The court explained its ruling in a thorough and impressive

twelve-page order entered August 27, 2012.

We have reviewed the briefs, the applicable law, and pertinent portions of

the record and have heard the arguments of counsel. The judgment of dismissal

is AFFIRMED, essentially for the reasons carefully set forth by the district

court.

2

 Case: 12-51012 Document: 00512337887 Page: 2 Date Filed: 08/12/2013
<PAGE>   1

                                                                   EXHIBIT 5.01

               [LETTERHEAD OF SHAW PITTMAN POTTS & TROWBRIDGE]


                                 June 25, 1998


Crescent Real Estate Equities Company
777 Main Street, Suite 2100
Fort Worth, Texas 76102

Ladies and Gentlemen:

        We have acted as counsel to Crescent Real Estate Equities Company, a
Texas real estate investment trust (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, of 759,254 common
shares of beneficial interest of the Company, par value $.01 per share (the 
"Shares"), pursuant to a Registration Statement on Form S-3 (Registration 
No. 333-38071), including the prospectus, the prospectus supplement and all 
amendments, exhibits and documents related thereto (collectively, the 
"Registration Statement"), and with the proposed sale of the Shares in 
accordance therewith.

        Based upon our examination of the originals or copies of such documents,
corporate records, certificates of officers of the Company and other instruments
as we have deemed necessary and upon the laws as presently in effect, we are of
the opinion that the Shares have been duly authorized for issuance by the
Company, and that, upon issuance and delivery in accordance with the swap
agreement referred to in the Registration Statement, the Shares will be validly
issued, fully paid and nonassessable.

        We hereby consent to the incorporation by reference of this opinion as
an exhibit to the Registration Statement. We also consent to the reference to
Shaw Pittman Potts & Trowbridge under the caption "Legal Matters" in the
prospectus and the prospectus supplement.

                                        Very truly yours,

                                        /s/ SHAW PITTMAN POTTS & TROWBRIDGE
                                        -------------------------------------
                                        SHAW PITTMAN POTTS & TROWBRIDGE
I 

108TH CONGRESS 

2D SESSION H. R. 4372 

To amend the Internal Revenue Code of 1986 to provide for the carryforward 

of $500 of unused benefits in cafeteria plans and flexible spending 

arrangements for dependent care assistance. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 17, 2004 

Mr. CANTOR (for himself and Mr. KENNEDY of Minnesota) introduced the 

following bill; which was referred to the Committee on Ways and Means 

A BILL 

To amend the Internal Revenue Code of 1986 to provide 

for the carryforward of $500 of unused benefits in cafeteria plans and flexible spending arrangements for dependent care assistance. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Working Families As5 sistance Act of 2004’’. 
2 

•HR 4372 IH 

1 SEC. 2. CARRYFORWARD OF UNUSED BENEFITS IN CAFE2 TERIA PLANS AND FLEXIBLE SPENDING AR3 RANGEMENTS FOR DEPENDENT CARE AS4 SISTANCE. 

5 (a) IN GENERAL.—Section 125 of the Internal Rev6 enue Code of 1986 (relating to cafeteria plans) is amended 

7 by redesignating subsections (h) and (i) as subsections (i) 

8 and (j), respectively, and by inserting after subsection (g) 

9 the following new subsection: 

10 ‘‘(h) CARRYFORWARD OF CERTAIN UNUSED BENE11 FITS FOR DEPENDENT CARE.— 

12 ‘‘(1) IN GENERAL.—For purposes of this title, 

13 a plan or other arrangement shall not fail to be 

14 treated as a cafeteria plan solely because qualified 

15 benefits under such plan include a dependent care 

16 flexible spending arrangement under which not more 

17 than $500 of unused dependent care benefits may be 

18 carried forward to the succeeding plan year of such 

19 dependent care flexible spending arrangement. 

20 ‘‘(2) DEPENDENT CARE FLEXIBLE SPENDING

21 ARRANGEMENT.—For purposes of this subsection, 

22 the term ‘dependent care flexible spending arrange23 ment’ means a flexible spending arrangement (as de24 fined in section 106(c)) that is a qualified benefit 

25 and only permits reimbursement for expenses for de-
3 

•HR 4372 IH 

1 pendent care assistance which meets the require2 ments of section 129(d). 

3 ‘‘(3) UNUSED DEPENDENT CARE BENEFITS.— 

4 For purposes of this subsection, with respect to an 

5 employee, the term ‘unused dependent care benefits’ 

6 means the excess of— 

7 ‘‘(A) the maximum amount of reimburse8 ment allowable to the employee for a plan year 

9 under a dependent care flexible spending ar10 rangement, over 

11 ‘‘(B) the actual amount of reimbursement 

12 for such year under such arrangement.’’. 

13 (b) EFFECTIVE DATE.—The amendments made by 

14 subsection (a) shall apply to taxable years beginning after 

15 December 31, 2003. 

Æ
1 The Honorable Richard G. Kopf, UnitedStates District Judge for the District

of Nebraska. 

## United States Court of Appeals FOR THE EIGHTH CIRCUIT

___________ No. 00-3679

___________ United States of America, * * Appellee, * * Appeal from the United States v. * District Court for the * District of Nebraska. Ferris T. Valentine, * * [UNPUBLISHED] Appellant. *

___________ Submitted: December 1, 2000 Filed: December 6, 2000

___________ Before McMILLIAN, RICHARD S. ARNOLD, and HANSEN, Circuit Judges.

___________ PER CURIAM. Ferris T. Valentine appeals the district court’s 1 denial of his Federal Rule of Civil Procedure60(b)(6) motion to set aside the judgment so that he could timely file a notice of appeal. Having carefully reviewed the record, we affirm the judgment of the district court. See 8th Cir. R. 47A(a).-2-

A true copy. Attest: CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.
<PAGE>
                                                                    EXHIBIT 23.1
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
    As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 10-K, into the Company's previously filed
Registration Statements File Nos. 2-76324, 2-88042, 2-94922, 33-2525, 33-21102,
33-41465 and 33-65395 on Form S-8 and Nos. 333-01187, 333-13659, 333-17905 and
333-29081 on Form S-3.
 
                                          ARTHUR ANDERSEN LLP
 
San Jose, California
October 30, 1997
<PAGE>   1

                                                                   EXHIBIT 23.3


               [VERONIS, SUHLER & ASSOCIATES INC. LETTERHEAD]


May 29, 1998

Jeffrey Reder
Salomon Smith Barney
Seven World Trade Center
New York, NY  10048

Dear Mr. Reder:

I am writing this letter to provide consent of the reprint information from the
1997 Communications Industry Forecast.  I grant you permission to use the
following:

o   HOME VIDEO SPENDING chart located on page 202-203
o   GROWTH OF HOME VIDEO SPENDING chart located on page 204-205
o   CHANGES IN AVERAGE PRICES OF RECORDED MUSIC, BY FORMAT chart located on 
    page 228 
o   CHANGES IN NET UNIT SHIPMENTS OF RECORDED MUSIC, BY FORMAT
    chart located on page 230 
o   RECORDED-MUSIC EXPENDITURES, BY FORMAT chart located on page 232 
o   CHANGES IN RECORDED-MUSIC EXPENDITURES, BY FORMAT chart located on page 233 
o   CHANGES IN NET UNIT SHIPMENTS OF CONSUMER BOOKS chart located on page 277 
o   GROWTH OF AVERAGE END-USER PRICES OF CONSUMER BOOKS chart located on 
    page 280 
o   END-USER SPENDING ON CONSUMER BOOKS chart located on page 281 
o   GROWTH OF END-USER SPENDING ON CONSUMER BOOKS chart located on page 282 
o   PACKAGED PC/MULTIMEDIA SOFTWARE SPENDING chart and GROWTH OF PACKAGED 
    PC/MULTIMEDIA SOFTWARE SPENDING chart, both located on page 390

This information will be used by Salomon Smith Barney for an IPO prospectus.

Please cite the information used in the following fashion: Veronis, Suhler &
Associates Inc., 350 Park Avenue, New York, NY 10022, (212) 935-4990.  In
addition, please provide two copies of the finished report upon publication to
my attention.

If you have any questions, please contact me at (212) 935-4990.

Sincerely,

/s/ Serina Echevarria

Serina Echevarria
Marketing & Communications Coordinator
#### Dorsie KEE, Appellant, v. CITY OF PINE BLUFF, ARKANSAS, Appellee.

No. 00-1054.

United States Court of Appeals, Eighth Circuit.

Submitted May 3, 2001.

Decided May 30, 2001.

Before HANSEN, MORRIS SHEPPARD ARNOLD, and BYE, Circuit Judges.

PER CURIAM.

Dorsie Kee appeals from the district court’s1 adverse judgment entered after a jury trial in this employment discrimination suit. We have carefully reviewed the record and the parties’ submissions, and we conclude that Kee’s various contentions fail, because (1) they raise matters for the first time on appeal, and no plain error occurred; (2) they challenge matters committed to the district court’s sound discre*393tion, and no prejudicial abuse of discretion occurred; (3) they raise ineffective assistance of counsel, which is not a ground for reversal in a civil case; or (4) they raise matters that are simply meritless, and do not warrant an extended discussion. Accordingly, we affirm. *See*8th Cir. R. 47B.

We deny Kee’s motion for reconsideration of this court’s denial of appellate counsel.

1

. The Honorable James Maxwell Moody, United States District Judge for the Eastern Districl of Arkansas.
MAYTAG CORPORATION

                                   Exhibit 23

                          Consent of Ernst & Young LLP.










<PAGE>
                         Consent of Independent Auditors





Shareowners and Board of Directors
Maytag Corporation

We consent to the incorporation by reference in Registration Statement Number
33-8249, Registration Statement Number 33-8248, Registration Statement Number
33-6378, Registration Statement Number 33-22228, and Registration Statement
Number 33-26620 on Forms S-8; and Registration Statement Number 33-35219 on
Form S-3 of Maytag Corporation and in the related Prospectuses of our report
dated January 30, 1996, with respect to the consolidated financial statements
and schedule of Maytag Corporation included in this Annual Report (Form 10-K)
for the year ended December 31, 1995.






                                                    Ernst & Young LLP





Chicago, Illinois
March 22, 1996<PAGE>
Exhibit 10.7


 


[TJX Letterhead]


 


Mr. Donald
G. Campbell


The
TJX Companies, Inc.


770
Cochituate Road


Framingham,
MA  01701


 


Re:                               Modification of Employment Agreement


 


Dear
Mr. Campbell:


 


Reference is made to the Employment Agreement dated
as of April 5, 2005 (the “Agreement”) between you and The TJX Companies, Inc.
(the “Company”).  The Company proposes to
modify Section 3(g) of the Agreement to replace the reference to a
leased automobile with a reference to an auto allowance and to make a
corresponding change to Section C.1(c) of Exhibit C.  Section 3(g) would be modified by
deleting the second sentence thereof and amending the first sentence thereof so
that it reads:  “Executive shall be
subject to Company policies applicable to its executives generally and shall be
entitled to receive an automobile allowance commensurate with his position and
all such other fringe benefits as the Company shall from time to time make
available to other executives generally (subject to the terms of any applicable
fringe benefit plan).”   Section C.1(c) of
Exhibit C would be modified to read: 
“For a period of two years after the Date of Termination, the Company
shall continue to provide to Executive the automobile allowance that it was
providing to him prior to the Change of Control.”


 


If you agree with the foregoing proposed
modification of the Agreement, please so indicate by signing the enclosed copy
of this letter agreement and returning it to Edmond J. English, whereupon Section 3(g) of
the Agreement and Section C.1(c) of Exhibit C of the Agreement
will be deemed modified, effective immediately, to read as described above and,
except as so modified, the Agreement will continue in effect in accordance with
its terms.  This letter agreement shall
constitute an agreement under seal.


 


	
   

  	
   

  	
  The TJX Companies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Jeffrey Naylor

  	
   

  



 


 


	
  I agree to the modifications described above

  
	
  to the Employment Agreement dated as of

  
	
  April 5, 2005 between me and The TJX

  
	
  Companies, Inc., effective as of the date

  
	
  set forth below:

  
	
   

  
	
   

  
	
  /s/ Donald G. Campbell

  	
   

  
	
  Donald G. Campbell

  
	
   

  
	
  Date:   September 7, 2005
**Exhibit 31.1****CERTIFICATIONS**I, Leonard R. Stein-Sapir, certify that:1.I have reviewed this annual report on Form 10-K of Morgan’s Foods, Inc.; 2.Based on my knowledge, this annual report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this annual report; 3.Based on my knowledge, the financial statements, and other financial information included inthis annual report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periods presented in thisannual report; 4.  The registrant’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and we have:  a)  designed such disclosure controls and procedures or caused such disclosure controls andprocedures to be designed under our supervision to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report is being prepared;  b)  evaluated the effectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of February 26, 2006, based on such evaluation; and  c)disclosed in this report any change in the registrant’s internal control over financialreporting that occurred during registrant’s fourth fiscal quarter that has materially affected,or is reasonably likely to materially affect, the registrant’s internal control over financialreporting; and 5.The registrant’s other certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of registrant’s board of directors (or persons performing the equivalentfunction):  a)all significant deficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information; and  b)any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.       Date: June 14, 2006 /s/ Leonard R. Stein-Sapir           Leonard R. Stein-Sapir      Chairman of the Board,      Chief Executive Officer