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Vietnamese Women’s Team made history at Baku Chess Olympiad
Home > Daily News > General News > Vietnamese Women’s Team made history at Baku Chess Olympiad
Vietnam’s female team makes history at 2016 Chess Olympiad
UPDATED : 09/15/2016 17:41 GMT + 7
The Vietnamese female chess team finished seventh at the 2016 Chess Olympiad which concluded on Wednesday in Baku, Azerbaijan, making history as Vietnam’s best showing at the biennial event.
The 42nd Chess Olympiad was held in Baku, the capital of the Republic of Azerbaijan, from September 1 to 14, welcoming teams from over 180 countries competing in the event’s open section.
In the women’s section, over 140 teams fought for medals.
Vietnam’s female delegation to the competition outshined their male counterparts on Wednesday after finishing seventh in the team standings and bagging an individual bronze medal.
With participation from world-class grandmasters such as China’s Hou Yifan and Ju Wenjun, who ranked first and second respectively on the women’s Elo rating table of World Chess Federation (FIDE), Vietnam’s seventh place finish was a “remarkable” success, said Nguyen Phuong Trung, vice chairman and secretary general of the Vietnam Chess Federation.
With an average ELO rating of 2307 between its four players, Vietnam’s female team was a dark horse in Baku that shocked their competitors by pulling off draws with India and defending champion China; defeating Romania, Turkey, and Spain; and losing only to Russia.
Vietnam’s coach Lam Minh Chau attributed the team’s success to a pressure-free mentality that allows the Vietnamese women to unleash their best without being distracted by goals and quotas.
“Vietnam was among the only two teams that managed a draw with China this year, the other was Romania,” Chau said proudly.
According to the coach, a crucial element in the power of Vietnam’s team lay in Nguyen Thi Mai Hung (Elo 2316), who earned an individual bronze medal for Table 3 by scoring eight points after 11 matches.
By medaling in the event, the northern Vietnam-born woman achieved two of the requirements for earning the lifetime title of International Master (IM) by FIDE, while accumulating 41 more Elo points for herself.
“I’m amused by our achievements at the tournament,” Hung told Tuoi Tre (Youth) newspaper in a post-competition interview.
“Among the tournaments recognized by FIDE, Olympiad is considered the biggest team competition, so this bronze medal is my highest ever achievement in a team tournament.”
“There were difficult times for us [in the tournament] too, especially our ninth match against Russia. Our opponents were so strong that I felt anxious and intimidated, which affected my performance,” Hung confessed.
Meanwhile, Vietnam’s male chess left Baku in 42nd place out of more than 180 teams that competed at FIDE, scoring only 13 points in 11 matches.
More here: http://tuoitrenews.vn
Chess Admin September 15, 2016 Daily News, General News 1 Comment
Tags: Baku, Chess Olympiad, Vietnam
Pingback: Vietnamese Women’s Team made history at Baku Chess Olympiad |
Chillpak Hollywood Hour #127
Posted on October 20, 2009 December 3, 2019 by PHIL19
Dean and Phil traveled to Berlin for X-Con, a fan-run “X-Files” convention. While there, Dean performed one of his most hilarious improv comedy shows ever, mingled with fans, and took a tour of some of Berlin’s most historic, conspiracy-related sites, while Phil shot High Defintion footage of the entire trip for their documentary The Truth is Out There …
Oh, and they also managed to record this week’s show in front of a live audience from a hotel ballroom in the heart of downtown Berlin!
For the full hour, Dean and Phil answered questions from the audience members, who themselves came from as diverse an array of countries as Norway, Holland, the UK, Chile and, of course, Germany.
Unfortunately, due to a blown mixing board, the audio suffers from a bit of an echo and some of the audience questions are a bit tough to hear.
Still, you won’t want to miss it because this show is top notch, as it always is when we get feedback and questions from our listeners. That’s what we mean when we say that it is YOUR Chillpak Hollywood Hour!
https://api.spreaker.com/download/episode/20438617/chillpak_hollywood_hour_127.mp3
Tagged acting, art, Berlin, chillpak, Chris Carter, conspiracy, David Duchovny, Dean Haglund, directting, Germany, Gillian Anderson, independent film, inventing, Lyle Skosey, memorials, modern dance, movies, painting, Phil Leirness, show business, storytelling, The Lone Gunmen, The Truth Is Out There, The X-Files, UFOs, writing, X-Con
← Chillpak Hollywood Hour #123
Chillpak Hollywood Hour #137 → |
Tag: Best Foreign Language Film
Chillpak Hollywood Hour – Season 3 Episode 7
Posted on March 22, 2022 March 26, 2022 by PHIL19
Phil has been chasing trains all over California and he has stories. St. Patrick’s Day was this past week and Dean and Phil have jokes about that. In “Celebrity Deaths”, Oscar-winning actor William Hurt gets remembered and the controversy surrounding celebrations of his legacy will get examined. Star of the original “Godzilla” and a great story about him get discussed, and before the Chillpak Morgue closes, R&B great Timmy Thomas has his praises sung. This is, of course, the biggest week in Hollywood and Dean and Phil “go to the movies” to discuss Steven Spielberg’s next film (a sequel to a 1960s classic), the brilliance and pain and artistry of Richard Pryor as seen in Richard Pryor Live on the Sunset Strip and the inspiring visual storytelling on display in the works of Paolo Sorrentino, specifically his current Oscar nominee for Best International Film, The Hand of God.
https://api.spreaker.com/download/episode/49134784/chillpak_hollywood_hour_season_3_episode_7.mp3
Tagged 1960s, 9/11, 9/11 truther, A History of Violence, Academy Awards, acting, Akira Takarada, Aladdin, Albert Brooks, Altered States, Amtrak, Best Foreign Language Film, Best International Film, Birmingham, Body Heat, box office, Broadcast News, Bullitt, care-actors, Children of a Lesser God, Corriganville Park, Dean Haglund, Drake, Fellini, film critics, filmmaking, General Thaddeus Ross, Godzilla, Gorky Park, Guadalupe, Hotline Bling, improv, improvisation, Jafar, James Bond, Jim Brown, Kiss of the Spider Woman, Lee Marvin, Leprechaun, Lompoc-Surf, Los Angeles, Marlee Matlin, Marvel, MCU, movie reviews, movies, Mudbone, Oscars, Pacific Surfliner, Paolo Sorrentino, Phil Leirness, producing, pronouns, R&B, Raul Julia, Richard Pryor, Richard Pryor Live on the Sunset Strip, Robert Vaughn, Santa Susana Pass, show business, spring, St. Patrick’s Day, standardized patients, Steve McQueen, Steven Spielberg, The Big Chill, The Doctor, The Great Beauty, The Hand of God, The Lone Gunmen, the Los Angeles Breakfast Club, The X-Files, Timmy Thomas, Toho, Tokyo Disneyland, trains, Vietnam, Walter Cronkite, War, West Side Story, Why Can’t We Live Together, William Hurt, writers, writing |
"The Unexpected Jesus"
3rd Sunday in Lent, March 20, 2022 |
Tag: Pride
DAY 2: FIRST SIN – PRIDE
7.02.2018 Lord Jesus: Write my words. The first sin. The greatest, the most common and the most widespread sin of priests is pride. Moreover, it is also the source of all other sins. When I was creating mankind from nothing, I conferred dignity and rights upon it. The priesthood is the highest human dignity, but…
Pride as a source of errors in the Church
17.12.2011 Lord Jesus: Man commits (…) errors by serving man more than God. Always pay more attention to please Me and you will avoid mistakes of which you are not aware. I will not be explaining to all men My every mystery. It is sufficient that you follow the centuries old laws of the Church…
In My house you should be nothing, so that I might be everything
16.08.2011 Lord Jesus: I am not a shepherd who leads the sheep by playing on the pipes. I am the Shepherd who brings seriousness and humility to the house of the Father, who takes off the sandals before offering Him a sacrifice. I am the Shepherd who wants justice, and who can be found in…
God has no mercy over pride
17.05.2010 I want to show (…) how much I love humble souls, who do not exalt themselves though their intellect, who are able to see the enormity of their misery in front of My Majesty. Children, I do not say this in order to humiliate you, but to make you see the truth. You are…
Pride of the servants of Jesus
14.02.2010 Lord Jesus: My servants remain in hiding. If someone wants to collect merits towards people, he no longer serves Me. (…) people, even My chosen ones who create My works, if only for a moment forget that these are My works and not theirs, fall into the ambush of Satan, which is pride. And… |
by hecksinductionhour | February 19, 2013 · 10:18 am
Boola Boola
raniakhalek.com
Yale University to Train U.S. Special Forces in Interrogation Techniques by Practicing on Immigrants
by Rania Khalek on February 18, 2013
The Department of Defense and Yale University have partnered up to train U.S. soldiers in the art of interrogation techniques with the local immigrant community acting as test subjects, reports the Yale Daily News.
As early as this April, Yale plans to welcome a training center for interrogators to its campus.
The center’s primary goal would be to coach U.S. Special Forces on interviewing tactics designed to detect lies. Charles Morgan III, a professor of psychiatry who will head the project, calls these tactics “people skills.” These techniques would be honed using New Haven’s immigrant community as subjects. Morgan hopes that by having soldiers practice their newly acquired techniques on “someone they can’t necessarily identify with” (read: someone who is not white), they’ll be better prepared to do ‘the real thing’ abroad.
The authors of the article, Nathalie Batraville and Alex Law, provide many reasons for why this training center is a terrible idea, one of which includes a lack of transparency. Apparently, students didn’t learn about the new program until now, just two months before the center opens. As Batraville and Law point out:
There was no conversation with the city about how this might impact its immigrant community. There was no conversation with students and faculty about how it might impact campus culture. And there was no conversation at all about the ethics of a project like this. It’s hard to understand where this project came from; the university’s motivations are wholly opaque.
They also argue that Yale could be indirectly involving itself in immoral practices by training soldiers whose skills could be used to, for example, determine whose name is added to President Obama’s kill list.
Most importantly, the authors offer some insight into the racist aspect of this program:
Morgan’s research and, by extension, this proposed center target people of color — brown people exclusively. According to a Yale Herald article, Morgan listed “Moroccans, Columbians, Nepalese, Ecuadorians and others.” Is there an assumption in Morgan’s desire to use more ‘authentic,’ brown interviewees as test subjects, that brown people lie differently from whites — and even more insidiously, that all brown people must belong to the same “category” of liar?
How might training on lie detection be perceived if it targeted blacks, or if it aimed to answer the question, “How do Jews lie?” That Morgan’s test subjects are compensated does not resolve the ethical questions his project raises. In fact, their participation highlights the structural inequality that this research capitalizes on and that the center would ultimately exploit.
As Nathalie was working on this piece, her phone rang. At the other end of the line was her 7-year-old nephew Rocco, who wanted to wish her a happy Valentine’s Day and send her many loud kisses. He now lives in Montreal, where Nathalie is from, but until about a year ago, he lived in Haiti.
The U.S.’ involvement in Haiti, from its occupation between 1915 and 1934 to its support — financial, logistical (and “moral”) — of François and later Jean-Claude Duvalier’s brutal dictatorships in the 60s and 70s, informs much of her outrage surrounding the establishment of this center, and her understanding that people often lie to protect their lives, their families, their country and the very freedom that Americans so dearly cherish.
Well said! But even without the the sickening immigrants-as-test-subjects aspect, the training center is still unsettling because it further solidifies the unholy alliance between physicians and the US war machine given that a professor of psychiatry is running the project. This should come as no surprise since we mostly ignored revelations that psychologists and medical doctors helped run the torture program at Guantanamo Bay (look forward, not backward!).
So congratulations Yale! You officially suck! Fortunately not all of your students do and they’re making noise about this program. Anybody interested following in their lead in halting the development of “Ivy League Interrogation Techniques Inc.” should add their name to this petition.
UPDATE: Investigative journalist and friend Steve Horn tells me he’s not at all surprised about Yale’s latest project given the university’s involvement in the Grand Strategy Programs (GSP), which Horn and Allen Ruff reported on in 2011 for Truthout.
A matrix of closely tied university-based strategic studies ventures, the so-called Grand Strategy Programs (GSP), have cropped up on a number of elite campuses around the country, where they function to serve the national security warfare state.
In tandem with allied institutes and think tanks across the country, these programs, centered at Yale University, Duke University, the University of Texas at Austin, Columbia University, Temple University and, until recently, the University of Wisconsin-Madison, illustrate the increasingly influential role of a new breed of warrior academics in the post-9/11 United States. The network marks the ascent and influence of what might be called the “Long War University.”
Ostensibly created to train an up-and-coming elite to see a global “big picture,” this grand strategy network has brought together scores of foreign policy wonks heavily invested – literally and figuratively – in an unending quest to maintain US global supremacy, a campaign which they increasingly refer to as the Long War.
This is the first I’ve heard of this program and I’m appalled (and super creeped out). I highly recommend reading the entire piece as well as a follow-up report here.
Editor’s Note. Thanks to various comrades for the heads-up.
Filed under critical thought, immigration, political repression, war & peace
Tagged as Charles Morgan III, immigrants, interrogation, Long War, Long War, racism, Rania Khalek, torture, US Department of Defense, war against terrorism, War on Terror, Yale University |
Posted on 29th July 2011 Leave a comment
[Dave Birch] A day or two ago, I was in an interesting discussion on mobile financial services, and the topic of regulation wandered across the conversation, as it so often does in such circumstances. This led to a question: are payments “financial services” or not? I said that they are not. As I wrote a while go,
Just as one might see growing regulatory pressure for some form of narrow banking, I expect to see some pressure for narrower banking that does not include payments. The business of banking will focus more on its core of lending and borrowing and payments will become more of a genuine utility infrastructure.
[From Digital Money: They’re easy, predictions ]
I think that, as the economist John Kay has written, payments are a utility and should be regulated as such, in a regulatory framework that is different to, and separate from, the regulatory environment for financial services such as pensions, life insurance and credit agreements.
The utility element of the financial services system is the payments system. Like the electricity grid or the telecommunications network, failure even for a few hours imposes economic damage. The payments system is inherently a natural monopoly, like the electricity grid or the telecommunications network. There are alternative, and to some degrees competing, payments systems but—as with telecommunications networks—all are ultimately dependent on the core clearing and settlement systems.
[From John Kay – Should We Have ‘Narrow Banking’? ]
The electricity grid example came up in our discussion as well. The US National Academy of Engineering calls the electricity grid the “greatest engineering achievement of the 20th century” and it’s a pretty impressive machine. Philip Schewe’s excellent book “The Grid” tells the story of the US national grid from Edison’s first node at 257 Pearl Street in New York to its current state (a fascinating story, by the way), explaining how the grid was originally created by the power companies and that factors that led to the shared utilities (there are actually three grids in the US). The grid may, as an aside, change again in the not-too-distant future, under the technology drivers of high temperature superconductors and distributed, neighbourhood power generation, but that’s another topic, except to note that the first superconductor grid elements are already in use.
American Superconductor Corp. has teamed with Consolidated Edison Inc. to develop new high-temperature superconductor (HTS) power grid technology for New York City. The U.S. Department of Homeland Security (DHS) will provide up to $25 million of the total project cost of $39.3 million to develop technology for “Secure Super Grids.”
[From NYC’s Con Ed to get superconductor power grid ]
Perhaps the DHS will have to fund development of a terrorist and banker-resistant payments grid in the future! Anyway, my point was that the electricity grid is a useful way to think about payments: a regulated machine that anyone can connect to with the right, standardised, safety-certified equipment. There’s only one electricity cable running into my house, but I can buy electricity from a great many people. I could even put a solar panel on my house and send electricity back along that cable and into the grid. So it’s a useful analogy that helps, I think, the discussion about regulation.
If there is vertical integration from deposit-taking into transmission, deposit takers will use the economic power that such vertical integration gives them to distort competition in their favour—to advantage a single firm which is owner of the network, or to benefit established firms at the expense of entrants if ownership is collective. That distortion of competition is what currently happens. Narrow banks are institutions that have access to the payments system and take the deposits necessary for that access.
In other words, the separation of banking into casino banking and narrow banking, where narrow banking comprises the payment utility plus savings and loans, would be a better economic environment with a less distorted market. I’d go further, and separate the payment utility from the savings and loans, leading to a tripartite structure. This would actually map to John’s description of the fundamental requirements for regulation.
Utility: even very brief disruption causes systemic disarray and extended economic loss (e.g. the electricity grid, the telecommunications network).
Essential goods and services: continued supply is necessary but partial or temporary disruption can be accommodated (e.g. food, fuel).
Nice to have: free markets can and should generally be allowed to define market price and availability. If the market does not provide, too bad (most goods and services).
This seems to me to imply that the payments utility should be regulated for what the telco guys would label Grade of Service (GoS) and Quality of Service (QoS) and anyone able to meet those requirements should be able to provide the cables, switches and sockets. The crucial economic functions of savings, loans, risk management and information provision should be provided by banks and, further away from the utility, the investment functions should be provided by investment banks (the casinos).
But the more I thought about this, the more I thought that to help structure practical discussions, there should be two components to the grid: the money transfer part and the payments to support commerce part (roughly speaking, the ELMI and PI in European terms) because we will want to have sensible regulation of retail payments but we don’t want that to impede the evolution of “simple” electronic money services. This led me to sketch out a diagram:
I thought that this might be a useful backdrop to discussions about the regulation of mobile financial services and, in particular, the regulation of electronic money and electronic payments as businesses that are distinct from banking and insurance. I hope that I can find more and more effective ways to communicate this, particularly to the regulators themsevles. As always, I’m genuinely interested in feedback on this.
These are personal opinions and should not be misunderstood as representing the opinions of
Consult Hyperion or any of its clients or suppliers
Posted in Banking and Finance, Markets
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Amber Archangel
-- I am an artist, painter, writer, interior designer, graphic designer, and constant student of many studies. Living with respect for the environment close at hand, the food chain, natural remedies for healing the earth, people and animals is a life-long expression and commitment. As half of a home-building team, I helped design and build harmonious, sustainable and net-zero homes that incorporate clean air systems, passive and active solar energy as well as rainwater collection systems. Private aviation stirs a special appeal, I would love to fly in the solar airplane and install a wind turbine in my yard. I am a peace-loving, courageous soul, and I am passionate about contributing to the clean energy revolution. I formerly designed and managed a clean energy website, 1Sun4All.com.
Affordability And Market Appeal Solar Decathlon Winners!
Originally published on 1Sun4All. At an awards ceremony on October 10, 2013, winners of the U.S. Department of Energy Solar Decathlon 2013 Affordability and Market...
Amber ArchangelOctober 11, 2013
Energy-Efficient Lighting Strategies At Solar Decathlon
Originally published on 1Sun4All. Upgrading our lighting is one of the most practical and easy ways to increase our home’s energy efficiency and save money...
Team Austria: High-Tech Home At Solar Decathlon 2013 (VIDEO)
Originally published on 1Sun4All. The Solar Decathlon is the world’s most challenging sustainable building university-level competition and is sponsored by the U.S. Department of Energy,...
Movie Night with Root Beer Floats At Solar Decathlon 2013
Originally published on 1Sun4All. Everyone enjoys a good movie. But for the U.S. Department of Energy Solar Decathlon 2013 teams, movie night is also part...
Amber ArchangelOctober 9, 2013
Follow Real-Time Contest Results for Solar Decathlon 2013
Originally published on 1Sun4All. New contest data displays are now available on the U.S. Department of Energy Solar Decathlon website, reports Solar Decathlon. If you...
Have You Ever Wanted To Live In A Net-Zero Log Cabin? (VIDEO)
Originally published on 1Sun4All. Visiting the Solar Decathlon is a thrilling adventure that I highly recommend. The teams were introduced at the opening ceremony to great enthusiasm...
After Solar Decathlon 2013, Where Do The Houses Go?
Originally published on 1Sun4All. On October 14, after two years of hard work and 10 grueling contests, the Solar Decathlon teams will begin disassembling and...
Solar Decathlon 2013 Will Continue As Planned, Despite Shutdown
Originally published on 1Sun4All. Despite the government shutdown, the US Department of Energy Solar Decathlon 2013 competition will continue as planned, wrote the Solar Decathlon...
Path To A Brighter Future: Solar Decathlon 2013 Infographic
Originally published on 1Sun4All. The Department’s latest infographic — Solar Decathlon 2013: The Path to a Brighter Future — takes a look at the teams...
Sun Rises On First Day Of Building At Solar Decathlon 2013
Originally published on 1Sun4All. After two years of preparing for the Solar Decathlon, teams started reassembling their houses on the Solar Decathlon 2013 competition site...
Amber ArchangelSeptember 30, 2013
PlanetSolar Winters in France — Awaits 2014 Campaign
Originally published on 1Sun4All. Team PlanetSolar writes from the ship’s blog: More accustomed to oceans, the MS Tûranor PlanetSolar undertook her first fluvial navigations in 2013! An initiation on... |
Photo Credit: Abdul Majeed Goraya/IRIN via Flickr
Heating and cooling is the biggest driver of energy use in homes and commercial buildings. Technology and building design can help keep us comfortable while reducing the impact of that energy use on the climate.
Freshwater and Climate Change
Climate change affects both the quantity and quality of the limited amount of freshwater on Earth and threatens the availability of freshwater for humans and ecosystems alike. |
Role Portrayed by Serum NGAL and Vitamin D in Patients with Bone Tumors by Kiran Dahiya, Rakesh Dhankhar, Monica Verma, Vasudha Dhupper, Umesh Yadav, Keerti Gupta, Sanghapriya Pal, Sushil Kumar, Tushar Sethi
Background: Bone tumors are responsible for considerable morbidity and mortality at an early age. Malignant bone tumors are quite aggressive in nature. Thus, an accurate and timely diagnosis is essential for bone tumors. Neutrophil gelatinase associated lipocalin (NGAL) and vitamin D have been found to be associated with cancer and may have potential to act as biomarkers for bone tumors also.
Methods: Serum levels of NGAL and 25-OH vitamin D were estimated in 14 patients with benign and 14 with malignant bone tumors and compared with 14 apparently healthy controls. The data collected was compared among different groups using appropriate statistical analysis. NGAL was estimated by enzyme linked immunosorbent as-say (ELISA) and 25-OH vitamin D by radioimmunoassay (RIA) in the serum samples.
Results: Serum NGAL levels were found to be increased significantly and 25-OH vitamin D levels decreased significantly in patients with malignant bone tumors as compared to healthy controls (p < 0.001) while this difference was not statistically significant in patients with benign bone tumors (p = 0.05). The difference in serum levels of NGAL and 25-OH vitamin D in patients with malignant bone tumors was found to be statistically significant as compared to patients with benign bone tumors (p < 0.05). The correlation was not statistically significant between the levels of 25-OH vitamin D and NGAL in group I (r = 0.067, p = 0.819), group II (r = 0.204, p = 0.483), and group III (r = -0.086, p = 0.772).
Conclusions: Serum NGAL and 25-OH vitamin D may be used as important serological biomarkers in patients with bone tumors along with other standard investigative modalities. |
SV Lung and Pleural Tumor Board 08/21/2019 08/21/2019 - 7:00am to 8:00am EDT |
Cannabics Pharmaceuticals Initiates Penetration for Its Cannabinoid Diagnostic Platform Into European Markets
TEL AVIV, Israel and BETHESDA, Maryland, July 14, 2020
Cannabics Pharmaceuticals Inc. (OTCQB: CNBX), a leader in personalized cannabinoid medicine focused on cancer and its side effects, announced today that it has initiated activities to penetrate European markets in order to offer a test based on its diagnostic platform to patients who suffer from cancer and are treated with cannabinoids, where regulations permit it.
Cannabics Pharmaceuticals HTS Facility In Israel
In light of the growing number of European countries that have regulations in place for the medicinal uses of cannabis, combined with the growing number of cancer patients in the continent, the company decided to strategically focus its efforts on making its HTS diagnostic platform available in these territories.
Regulation in Europe requires clinical trials to be conducted in order to establish the validity of the company’s technology. It is the company’s intention to conduct further clinical trials to accomplish this milestone.
The company’s diagnostic platform utilizes its High Throughput Screening (HTS) facility, located in Israel. It is designed for cancer patients who seek the optimal cannabinoid composition.
In this test, cancer cells, in the form of a biopsy, are derived from a patient, and are then screened against dozens of cannabinoid compositions, which stem from what is available in the patients’ respective territory. Once exposed to the cannabinoid compositions, the cancer cells are monitored for apoptotic and necrotic effects. The results are then reported back to the patients and their practitioners, assisting them with making cannabinoid-based therapy decisions for optimal outcomes.
According to a report issued by the World Health Organization in May 2019, there are approx. 58,000 new cases of colorectal cancer that are diagnosed each year in Germany alone. Therefore, and based on previously held pre-clinical trials at the company’s facility, exhibiting cannabinoids demonstrating positive differential necrotic effects on colon cancer cells, the company is expanding its efforts in order to penetrate the European markets, with a focus on patients diagnosed with cancers of the gastrointestinal tract.
Mr. Itamar Borochov, Cannabics’ Co-Founder and Chairman, said: “We are pleased to announce our intentions to penetrate the European markets, in such countries and territories where regulation permits the use of medical cannabis. Our aim is to bring forth valuable insights in order to further personalize cannabinoid-based therapy for cancer patients. European markets, such as the German market, present a unique opportunity with more and more countries opening to medicinal use of cannabis products containing THC alongside CBD and other cannabinoids. Our intention is to provide personalized, detailed reports to help cancer patients and their practitioners choose wisely from the plethora of medical cannabis products that are available in the European cannabis markets.”
About Cannabics Pharmaceuticals
Cannabics Pharmaceuticals Inc. (OTCQB: CNBX) is a U.S public company that is developing a platform that leverages novel drug-screening tools to create cannabinoid-based therapies for cancer that are more precise to a patient’s profile. By developing tools to assess effectiveness on a personalized basis, Cannabics is helping to move cannabinoids into the future of cancer therapy. The Company’s R&D is based in Israel, where it is licensed by the Ministry of Health to conduct scientific and clinical research on cannabinoid formulations and cancer. For more information, please visit www.cnbxpharma.com. For the latest updates on Cannabics Pharmaceuticals follow the Company on Twitter @Cannabics, Facebook @CannabicsPharmaceuticals, LinkedIn, and on Instagram @Cannabics_Pharmaceuticals.
Certain statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. Such statements include but are not limited to statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “projects” and similar expressions. The statements in this release are based upon the current beliefs and expectations of our Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those outlined in the forward-looking statements. Numerous factors could cause or contribute to such differences, including, but not limited to, results of clinical trials and other studies, the challenges inherent in new product development initiatives, the effect of any competitive products, our ability to license and protect our intellectual property, our ability to raise additional capital in the future that is necessary to maintain our business, changes in government policy and regulation, potential litigation by or against us, any governmental review of our products or practices, as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission including, without limitation, our latest 10-Q Report filed April 13th, 2020. We undertake no duty to update any forward-looking statement or any information contained in this press release or other public disclosures at any time. Finally, the investing public is reminded that the only announcements or information about Cannabics Pharmaceuticals Inc., which are condoned by the Company, must emanate from the Company itself and bear our name as its source. |
1 Comhairle Seeks Level Playing Field on Transporting Costs
Wednesday, 11 December 2019, 12:49
Comhairle nan Eilean Siar has called for the introduction of discount schemes for transporting goods to and from the islands, similar to those available on Northern Isles ferry services.
More (Comhairle Seeks Level Playing Field on Transporting Costs) »
2 Success of Small Grants Scheme
The Western Isles Development Trust (“WIDT”) is delighted to announce that funds from its small grants scheme (opened in September 2019) have been almost fully committed.
More (Success of Small Grants Scheme) »
11-1 Comhairle Seeks Level Playing Field on Transporting Costs
11-2 Success of Small Grants Scheme |
Catherine Belshaw
Strategic Communications Manager
Kinyanjui Kombani wins 2018 Burt Award for Africa
CODE and the Ghana Book Trust proudly announce the winner, the honour book, and the finalists of the 2018 Burt Award for African Young Adult Literature, which recognizes outstanding writing for young adults by African authors, at an award ceremony at the Ghana International Book Fair in Accra, Ghana.
The international jury received a total of 17 titles from Ethiopia, Ghana, Kenya, and Tanzania. They selected one winner, one honour book and three finalists. “We were all impressed with the varied themes and messages in this year’s submissions as well as the presentation, style and structure. All of these stories address topical issues that will resonate with young readers.”
Finding Colombia by Kinyanjui Kombani (Kenya) is the winner of the 2018 CODE Burt Award for African Young Adult Literature. Kinyanjui received a cash prize of $10,000.00 CDN, while his publisher, Oxford University Press, East Africa Limited received a guaranteed purchase of 2,000 copies for distribution in Kenya, 2,000 copies for distribution in Tanzania and a $2,000 CDN grant to market the title across Africa.
Kinyanjui is known in Kenya as “the banker who writes” because not only is he an author of 13 published titles, but he is also a banker, a learning facilitator, award-winning entrepreneur and a business mentor. His newest novel for young adult readers was a finalist in the 2017 National Burt Award in Kenya and went on for consideration in the CODE Burt Award for Africa. Finding Colombia is an action-packed adventure story involving the local Anti-Drug Agency (ADA), a covert operation involving a notorious and influential but elusive drug baron, and a young man who is determined to find a purpose in life as he deals with the reality of the drug culture.
The 2018 CODE Burt Award for African Young Adult Literature Honour Book went to To Kiss a Girl (Ghana) by Ruby Yayra Goka, published by Digibooks Ghana Ltd. Ruby received a cash prize of $2,000 CDN, and her publisher received a guaranteed purchase of 2,000 copies for distribution in Ghana and a grant of $2,000 CDN to promote the title throughout Africa. Ruby is no stranger to the CODE Burt Literary Awards, her young adult novels have won both the National CODE Burt Award in Ghana and the 2017 All-Star Honour Book. Ruby’s books are enthusiastically enjoyed by youth and her storytelling is exciting, well-crafted, and touches on themes that all young people can relate to. To Kiss a Girl addresses the universal themes of relationships along with difficult by no less important themes of illness, pain and death. In the aftermath of her older sister’s death, Gyikua Ampofo loses faith in everything she ever believed in—God, a mother’s love, school and friends. But then she meets Chidi Anukwe and as their friendship grows, she learns to trust again.
The 2018 Finalists for the CODE Burt Award for African Young Adult Literature are: The Lion’s Whisper (Ghana) by Elizabeth-Irene Baitie, published by Kwadwoan Publishers; Ebony Girl (Ghana) by Vera Akumiah, published by Kwadwoan Publishers; and Somebody’s Daughter (Ethiopia) by Hiwot Walelign published by Mega Publishing. The finalist authors each received a cash prize of $1,000 CDN. These books have also been recognized by the National CODE Burt Award program in each country and all are an exciting addition to young adult fiction in Africa.
Through its local implementing partners and rights sales in each of the program countries, CODE will distribute 12,000 copies each of the winner and honour book to schools, libraries, community organizations across Ethiopia, Ghana, Kenya, and Tanzania throughout 2018-2019. These books will become front and center of CODE’s Read with Me campaign and author tour events in 2018.
The CODE Burt Award for African Young Adult Literature was established by CODE—a Canadian charitable organization that has been advancing literacy and learning for more than 59 years—in collaboration with the Literary Prizes Foundation. The CODE Burt Literary Award is a global readership initiative that includes programs in Ethiopia, Ghana, Kenya, Tanzania, the Caribbean, and Canada.
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Terressa Lee Shea Hutt obituary
Terri Hutt passed away February 21, 2019 after almost 3 decades of tremendous strength, will, and faith living with epilepsy from a traumatic brain injury in November of 1980.
Terressa Lee Shea was born August 29, 1948 to Jim and Bertha Shea in Toppenish, Wa. The third born of 5 children (Patsy, Mike, Terri, Mary and Jeanie), she grew up in the rural country outside of Buena on acreage purchased from her grandparents’ homestead. She was raised learning the value of family, hard work, and a deep-rooted conviction in her Lord. Growing up in the country the family lived meagerly but were never deprived. If it couldn’t be purchased, it could be made or repaired. If it couldn’t be made or repaired then you went without. Being taught that at a young age, through her mother and 4-H, shaped Terri into the wife, mother, and woman who developed the passion for sewing and cooking and took those skills to a new level of amazing.
Terri was one of the very last classes that attended Buena grade school before it was permanently closed and graduated from Toppenish High School in 1966. As an academic achiever she was also an accomplished reporter for the Toppenish Review, the treasurer of the honor society, and active in drama and pep club her senior year. She attended YVC for almost 2 years before moving to Seattle where she blessed the Hanson family with a daughter, Laurie, in 1969.
She married Roy Michea in 1971 and in their 5 years of marriage they had 2 daughters together, Nichole Lorene in 1973 and Camille Elizabeth in 1974. In 1978 Terri married Douglas Hutt and together they had their son Christopher in 1980.
Tragically Terri was assaulted in 1980 which left her with permanent brain damage and epileptic seizures. She moved her 3 children to Yakima in 1984 where she raised them not only as a single mother but one who suffered constantly with multitudes of pain and physical adversity. With her faith and belief in God, and her maternal character of determined persistence she raised her children to be strong in their beliefs and in every moment of her existence were they unwaveringly loved and cherished by her. As her children got older she took on foster kids and showed them the same love she did her children.
Terri and Ron Liebert were married in 1994 and lived together outside of Zillah where she was active in the foreign exchange student program for Granger High School. Years later, struggling with health, she moved back to Zillah and eventually moved in with her son Chris and his family.
Terri was preceded in death by her mother and father, and sisters Patsy and Mary and her Cat Duchess. She is survived by her daughters: Laurie (Dan) Brewis of Renton, Nikki (Chris) Van Antwerp, Cami (Gary) Littlejohn and son, Chris (Leasa) Hutt, all of Zillah; brother Mike (Maryanne) Shea of Carbonado, WA, and sister Jeanie (Robert) Froemke of Zillah; 12 grandchildren and 3 great grandchildren; as well as her cat, Thomas.
Services for Terri are at Mountain View Fellowship, 2 PM, March 2, 2019 (1504 2nd Ave., Zillah) with a potluck reception following. In lieu of flowers donations can be made to the church for the Bower family. Condolences can be left at www.valleyhillsfh.com. |
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Booklet for Holland Parke-Davis Quality Control Rules and General Procedures.
Parke-Davis acquired property in Holland, MI in 1950, and their first plant opened in 1952. The plant was built to manufacture chloromycetin, the first synthetically produced antibiotic. Parke-Davis was acquired by Warner-Lambert in 1970. Pfizer acquired Warner-Lambert and in turn became part of the larges pharmaceutical company in the world. The Holland plant closed in 2005.
Gift of
Dykstra, Robert |
July 26, 2021 Johanna Andrews McMeel One comment
Unicorn Famous
Unicorn Famous is the thirteenth book in the series, collecting the ongoing Phoebe and Her Unicorn comic strip by Dana Simpson.
I was surprised to see that it opens with a lengthy sequence about being able to be what you want when you grow up, even if that thing is a unicorn. Of course, they’re magical creatures, so maybe that makes sense, but to a human reader, it’s encouraging, reminding us that we have options and choices. It’s all handled with a remarkable lightness of touch, and within the four-panels-to-a-punchline structure, impressively.
The story then wanders into the question of unicorns being a trend among humans, and then humans being a trend among unicorns. These are some thought-provoking topics, and I like seeing them in what is sometimes considered a throw-away format. Of course, this is all lightened with silliness, as Marigold wears her “yay humans” t-shirt backwards, with her rear legs through the sleeves and her tail through the neck hole.
I never know what is coming next in this series, and the unpredictability makes it all the more enjoyable. Under it all, there’s a strong friendship between two very different creatures, and seeing them swap stories of their histories and cultures reminds me that we can always find similarities with others. Plus, we get to see Marigold go on a unicorn radio show, wearing headphones and hanging the microphone from her horn.
There are some touching moments, as when Phoebe says she doesn’t want to represent all humans, because it’s too much pressure. It comfortably turns into a compliment of how much Marigold respects Phoebe, even though she can be odd.
Dakota and her goblin minions return, and I was glad to see the two girls are more accepting of each other. I know you need conflict for stories, but I like seeing another version of different types of people getting along.
There’s nicely seasonal goofiness at a water park — and you need to see Marigold going down a water slide, as it’s another example of how wonderfully Simpson draws the strangest things — and some Halloween costume making to take us into fall.
I don’t know how to sum up these collections, as they range so far afield, but I enjoy reading them, even this far into the series, particularly since you can pick up any one and find something entertaining in it. (The publisher provided a review copy.)
Pingback: Unicorn Playlist: Another Phoebe and Her Unicorn Adventure – Comics Worth Reading |
Urban Commons
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Social Housing as a commons for resilient cities – San José
by Margherita Valle | Jul 1, 2019 | Blog
A Research and Development Program at The Universidad Latina of Costa Rica
This project is part of the Research and Development program, which seeks to develop initiatives with communities and local governments that allow for the execution of real projects that combine academic, professional, and civic engagement aspects. The projects seek to give instructors and students study materials and assignments that are directly relevant to the environment. Finally, we advocate that the findings of this program’s research be supported by institutions and delivered to relevant organizations and local governments.
Participating in this project are the academic sector, represented by the School of Architecture of the Universidad Latina; the public sector, represented by the Ministry of Housing and Human Settlements; the private sector, represented by the Council of Real Estate Developers; and finally, social innovators and civil society organisations such as the Integral Development Associations and the neighbourhood committees, as well as the La Mitad Más Uno collective.
Starting from Cheap Talking
The project will apply the guidelines proposed by the Co-City Protocol, starting from the stage of Cheap Talking.
This specific stage will be divided into two phases, the first aimed at getting to know the potential project users as current residents of the area. It is critical to start with those who will be directly impacted by the project, to understand their expectations and needs, and to gather as much information as possible about what the area is currently like and how it works. For this process to be successful, it will be necessary for local groups, such as development associations and encounter groups, to collaborate.
To follow, the second phase will be an approach with potential users—that is, to carry out a study of the target market. This part will be set up with the help of the private sector, which will share methods and strategies for studying the market.
From mapping to practicing
Similarly, the subsequent stages of mapping and practice will allow us to become more familiar with the area in which we will intervene. This will follow the urban design guidelines that are co-created at the academy level through the intervention of professors, experts in various topics such as landscaping, legislation in the urban field, planning principles, and the design of residential and mixed use buildings.
Ready to prototype and test
Lastly, the prototyping, testing, and modelling stages will mostly take place in workshops where all stakeholders can take part and where the La Mitad Más Uno collective can help guide the process.
This entails proposing sustainable collective governance strategies, such as involving users from the project’s inception; designing for a pooling economy, that is, not only project buildings but the logic of the neighborhood experience; implementing tech justice — for example, using open and transparent mechanisms and digital instruments for the management of project data — all of this through experimentalism and an enabling state, that is, a step-by-step approach.
International and Regional Impact
This project is framed within the research area “Architectural projects for the city, the landscape, and the territory. Urban planning, territorial planning and environmental assessment”, and coherently with the research lines of: Social Cohesion, Access, Equality and Preservation, Mitigation and Restoration, established in the Framework Document for Research of the School of Architecture of the Universidad Latina, in accordance with the Sustainable Development Goals promoted by the United Nations.
Through this project, we open the doors to an international opportunity for research and collaboration in urban design methodology. This will allow to project the Latin University of Costa Rica as the first academic institution in Latin America to launch this innovative Research and Development (Extension) program, which guarantees in the School of Architecture the execution of social and public projects according to the protocols of collaboration of the LabGov. The execution of this program promotes the design of projects with a strong commitment to national, governmental and non-governmental institutions as well as other academies in the world.
Impact on Students and Faculty
On the academic side, the courses in urban design will be the source of projects. This will be given under the guidance of the course teacher and the coordinators of the Research and Extension areas. The students involved, within the framework of this project, must propose a 360-degree solution to the urban problems of an area of the Greater Metropolitan Area of interest to the Ministry of Housing and Human Settlements.
The goal of compiling its process from the beginning is to share the results with governmental and private actors, as well as to share the experience in the framework of collaboration with the international network of LabGov, both through articles published in the Urban Media Lab, or in other international publications. Participation in this type of project allows the student to deepen the methodological theme of the projects he/she carries out, projecting him/her as a complete professional in the working world, having developed soft public relations skills, leadership, team coordination, fund management, and critical thinking, as well as highlighting the experience of the international LabGov research network, publications, and collaboration with NGOs, public institutions, and the private sector.
Project hypothesis
It is possible to design a new Social Housing solution within the framework of an urban regeneration plan that integrates the design of commons, applies the transect and megablocks, and reflects the new urban values of compactness, participation, 24/7 pedestrian-friendly, mixed use, and self-sufficiency (consumption and production: energy, information, goods, and services).
The project implementation area is located in the center of the capital, San José, in the south area between the Sabana Metropolitan Park and the Pacific Railway Station, in Víquez Square, developing along a stretch of the railway line in a desolate area of particular abandonment. This is also due to the fact that originally it was an area for industrial use that no longer works as such, which is why the residential areas of the south of San José have developed mostly to meet the need for workers’ residences. Although the blocks of small wooden houses are characteristic of an era and a social class, the abandonment has strongly affected this sector, causing deterioration of buildings, insecurity, and poor investment in public infrastructure.
Propose a Social Housing design within the framework of an urban regeneration plan that integrates the design of commons taking advantage of land management instruments and international experiences in social housing.
Create a novel proposal to address access to decent housing for vulnerable populations (elderly, young people, people with disabilities, among others), while avoiding the discrimination caused by real estate projects aimed at a single target market and thus responding to a new vision of the city, as proposed in the New Urban Agenda presented at Habitat III in Quito in 2016;
Design a plan for urban renewal that includes the design of common goods as essential infrastructure and applies the new urban values: compactness, citizen participation, 24/7 city, pedestrian-friendly, mixed use, self-sufficiency (in consumption and production of energy, information, goods, and services);
Propose a strategy for buildings to offer a percentage of units for social housing, even if they are designed for the middle class. This is to reduce discrimination and integrate users at all social levels into the urban fabric.
Discover Projects in your City
Case Studies (95) Co-Cities (6) Co-New-York (8) Co-Roma (32) LabGov (5) Other Cases (73)
Abalimi (1) ait-items (1) alternatives-economies (1) bene-culturale (1) environmental-commons (3) future (1) piazzastradaspazio-abbandonatomercato (2) reclaiming-space (5) urban-commons (1)
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Type of Common
Infrastructures (2) Tangible (1) Urban Space (3)
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Co-Governance (1) Enabling State - Medium (1) Enabling State - Strong (1) Experimentalism - Medium (1) Experimentalism - Strong (1) Governance - Shared (1) Poolism - Medium (1) Poolism - Strong (2) Public-Private (1) Tech Justice - Low (1) Tech Justice - Medium (1) Tech Justice - Strong (1)
Project supported by: Labgov.city |
Rohit Sharma becomes 1st Indian to hit 300 sixes in T20 cricket
May 5, 2018 May 5, 2018 2 min read KNBT
Rohit Sharma on Friday, became the first Indian to hit 300 maximums in T20 cricket across all tournaments.
Rohit hit a six off Mujeeb Ur Rahman in the 17th over to reach the landmark as Mumbai Indians beat Kings XI Punjab by six wickets at the Holkar Stadium in Indore to keep their playoff hopes alive.
The Mumbaikar has hit 78 sixes in international cricket and 183 in the Indian Premier League so far. The remaining 40 have come in other T20 tournaments like Champions League T20, Syed Mushtaq Ali Trophy and others. In total, he has 301 sixes to his name.
IPL 2017: Complete Coverage
Chris Gayle (844) has hit the most sixes in the shortest format of the game. He is followed by Kieron Pollard (525), Brendon McCullum (445), Dwayne Smith (367), Shane Watson (357), David Warner (319) and Rohit (301).
Gayle also leads the charts in IPL cricket, hitting 290 maximums. Rohit is second in the list with 183 to his name. Mahendra Singh Dhoni and Suresh Raina have smashed 180 sixes each while AB de Villiers comes fifth with 179 maximums.
MIDDLING SEASON FOR MUMBAI SKIPPER
Rohit has been in decent form this season, although his side has struggled to hit the ground running in IPL 2018. The Mumbaikar has slammed 220 runs from 9 matches so far, with his highest being 94 against RCB at the Wankhede Stadium earlier in the season. He has hit two fifties at an average of 31.42.
The 31-year-old has 11 sixes and 21 boundaries this season so far.
Rohit has slammed 4427 runs from 168 matches with one century so far in the IPL. His highest is 109 not out against Kolkata Knight Riders at the Eden Gardens.
In the international arena, Rohit has scored 1852 runs from 79 matches at an average of 30.86. He has scored two hundreds and 14 fifties in T20Is. His highest is 118 against Sri Lanka at Indore in 2017.
Mumbai however, have not been able to go off to a flyer they would have liked. After nine games, they have lost six and won three and are fifth on the points table.
They have to win all their remaining five games to reach the playoffs. Not only that, teams above like KKR and around them like Rajasthan Royals, Royal Challengers Bangalore and Delhi Daredevils will also have to lose their matches for MI to reach the top four.
IPL 2017, IPL 2018, Maximums, Mumbai Indians, Rohit Sharma, T20 cricket
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Justia Forms Business Contracts Oaktree Acquisition Corp. II Business Combination Agreement, dated as of December 7, 2021
Business Combination Agreement, dated as of December 7, 2021, by and among OACB, Alvotech and TopCo
EX-2.1 2 d266266dex21.htm EX-2.1 EX-2.1
Exhibit 2.1
EXECUTION VERSION
BUSINESS COMBINATION AGREEMENT
BY AND AMONG
ALVOTECH LUX HOLDINGS S.A.S.,
ALVOTECH HOLDINGS S.A.,
OAKTREE ACQUISITION CORP. II
DATED AS OF DECEMBER 7, 2021
ARTICLE 1 CERTAIN DEFINITIONS
Section 1.1
Definitions 3
Certain Defined Terms 15
ARTICLE 2 MERGERS
Closing Transactions 18
Allocation Schedule 21
Closing 21
Withholding 21
Parent Warrants 21
Earn Out 22
ARTICLE 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY
Organization and Qualification 23
Capitalization of the Group Companies 24
Authority 25
Financial Statements; Undisclosed Liabilities 25
Consents and Requisite Governmental Approvals; No Violations 26
Permits 26
Material Contracts 27
Absence of Changes 29
Litigation 29
Section 3.10
Compliance with Applicable Law 29
Employee Plans 29
Environmental Matters 31
Intellectual Property 32
Labor Matters 34
Tax Matters 35
Brokers 37
Real and Personal Property 37
Transactions with Affiliates 37
Data Privacy and Security 38
Compliance with International Trade & Anti-Corruption Laws 38
Information Supplied 39
Regulatory Compliance 39
Material Suppliers and Partners 41
Investigation; No Other Representations 41
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 42
ARTICLE 4 REPRESENTATIONS AND WARRANTIES RELATING TO TOPCO
Corporate Organization 42
Capitalization of TopCo 43
Business Activities 44
Investment Company Act 44
ARTICLE 5 REPRESENTATIONS AND WARRANTIES RELATING TO PARENT
Consents and Requisite Government Approvals; No Violations 46
Capitalization of Parent 46
SEC Filings 47
Trust Account 47
Internal Controls; Listing; Financial Statements 49
No Undisclosed Liabilities 50
ARTICLE 6 COVENANTS
Conduct of Business of the Company 52
Efforts to Consummate 55
Confidentiality and Access to Information 57
Public Announcements 58
Exclusive Dealing 60
Preparation of Registration Statement / Proxy Statement 61
Parent Shareholder Approval 62
Conduct of Business of Parent 63
TopCo Incentive Equity Plan 64
Nasdaq and Nasdaq First North Listings 64
PCAOB Financials 65
Indemnification; Directors’ and Officers’ Insurance 65
Post-Closing Directors and Officers 66
Conduct of Business of TopCo 67
Termination and Amendment of Agreements 67
Employee Benefit Plan Matters 67
Audit 69
Employment Agreements 69
ARTICLE 7 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
Conditions to the Obligations of the Parties 69
Other Conditions to the Obligations of Parent 70
Other Conditions to the Obligations of the Company 71
Frustration of Closing Conditions 71
ARTICLE 8 TERMINATION
Termination 72
Effect of Termination 73
ARTICLE 9 MISCELLANEOUS
Non-Survival 73
Entire Agreement; Assignment 73
Amendment 74
Notices 74
Governing Law 75
Fees and Expenses 75
Construction; Interpretation 75
Exhibits and Schedules 76
Parties in Interest 76
Severability 76
Counterparts; Electronic Signatures 76
Knowledge of Company; Knowledge of Parent 76
No Recourse 77
Extension; Waiver 77
Waiver of Jury Trial 77
Arbitration 78
Remedies 78
Trust Account Waiver 78
Form of Investor Rights Agreement
Form of Election on Internal Revenue Service Form 8832
Exhibit C
Plan of Merger
Exhibit D
Agreed TopCo Governing Documents
Exhibit E
Form of Warrant Assumption Agreement
Exhibit F
Related Party Transactions Amendments
Exhibit G
Cayman Plan of Merger
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 7, 2021, is made by and among Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) (the “RCS”) under number B258884 (“TopCo”), Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B229193 (the “Company”), and Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), TopCo, the Company, and Parent shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
WHEREAS, (a) Parent is a blank check company incorporated as a Cayman Islands exempted company on August 5, 2020 and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and (b) TopCo is a newly formed entity that was formed for purposes of consummating the transactions contemplated by this Agreement and the Ancillary Documents as successor to Parent;
WHEREAS, pursuant to the Governing Documents of Parent, Parent is required to provide an opportunity for its shareholders to have their outstanding Parent Class A Shares redeemed on the terms and subject to the conditions set forth therein in connection with obtaining the Parent Shareholder Approval;
WHEREAS, (a) the Pre-Closing Parent Holders that do not redeem their shares of Parent Class A Shares for cash pursuant to the Parent Shareholder Redemption will receive TopCo Ordinary Shares in respect of such Parent Class A Shares, and (b) the Pre-Closing Parent Holders that hold Parent Class B Shares will receive TopCo Ordinary Shares in respect of such Parent Class B Shares, in the case of each of clauses (a) and (b), in connection with the First Merger and pursuant to the terms and subject to the conditions set forth herein;
WHEREAS, as of the date of this Agreement, Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), owns 6,250,000 Parent Class B Shares (the “Sponsor Shares”) and 4,666,667 Parent Warrants (the “Sponsor Warrants”);
WHEREAS, concurrently with the execution of this Agreement, the Sponsor and TopCo are entering into the sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (a) the Sponsor has agreed to vote in favor of this Agreement and the transactions contemplated hereby (including the First Merger), (b) the Sponsor has agreed not to effect any sale or distribution of any Parent Class B Shares or Parent Warrants during the period described therein, (c) the Sponsor has agreed to waive any adjustment to the conversion ratio set forth in the Governing Documents of Parent or any other anti-dilution or similar protection with respect to the Parent Class B Shares (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise) and (d) the Sponsor has agreed to, immediately after the First Merger, subject 1,250,000 Sponsor Shares held by Sponsor as of immediately prior to the First Merger Effective Time, which will have been exchanged for TopCo Ordinary Shares, to certain vesting conditions, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement;
WHEREAS, concurrently with the execution of this Agreement, the Company Shareholders who hold capital stock of the Company sufficient to deliver the required Company Shareholders’ consent in order to approve the Second Merger (the “Required Company Shareholders’ Consent”), will, together with the Company, enter into a framework agreement pursuant to which, among other things, (a) the Required Company Shareholders’ Consent will be delivered and (b) certain rights under and in connection with each of the Company’s shareholders agreement and outstanding convertible loans and warrants will be exercised (the “Framework Agreement”), a copy of which will be delivered to Parent;
WHEREAS, concurrently with the execution of this Agreement, certain Company Shareholders (collectively, the “Supporting Company Shareholders”) are each executing and delivering to Parent a transaction support agreement (collectively, the “Support Agreements”), pursuant to which each such Supporting Company Shareholder is agreeing to, among other things, (a) certain customary restrictive covenants, and (b) take, or cause to be taken, any actions necessary or advisable to cause certain Related Party Transactions to be terminated or amended effective as of the Closing;
WHEREAS, (a) TopCo has made an initial classification election on Internal Revenue Service Form 8832 pursuant to Treasury Regulations Section ###-###-####-3(c), effective as of the date of its formation, to be disregarded as an entity as separate from its owner for U.S. federal income tax purposes, and (b) TopCo will make an election on Internal Revenue Service Form 8832 pursuant to Treasury Regulations Section ###-###-####-3(c), effective as of the date of the First Merger Effective Time, to be classified as an association taxable as a corporation for U.S. federal income tax purposes (the “Election”);
WHEREAS, on the Closing Date, Parent will merge with and into TopCo (the “First Merger”), with TopCo as the surviving company in the merger and each issued and outstanding Parent Share will be exchanged for one TopCo Ordinary Share pursuant to a share capital increase of TopCo, and each outstanding Parent Warrant will, by its terms, automatically cease to represent a right to acquire Parent Class A Shares and shall automatically represent a right to acquire one TopCo Ordinary Share, in each case, on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, on the Closing Date immediately after the effectiveness of the First Merger but prior to the Conversion, TopCo will redeem and cancel the shares held by the initial sole shareholder of TopCo pursuant to a share capital reduction of TopCo (the “Redemption”) that will be resolved upon on the Approval Date;
WHEREAS, on the Closing Date immediately after the effectiveness of the First Merger and the Redemption, the legal form of TopCo shall be changed from a simplified joint stock company (société par actions simplifiée) to a public limited liability company (société anonyme) under Luxembourg law on the terms and subject to the conditions set forth in this Agreement (the “Conversion”) that will be resolved upon on the Approval Date;
WHEREAS, on the Closing Date, immediately following the effectiveness of the Conversion, the Company will merge with and into TopCo (the “Second Merger”), with TopCo as the surviving company in the merger, and each issued and outstanding Company Share will be automatically exchanged for TopCo Ordinary Shares, in accordance with the Allocation Schedule and Section 2.2, pursuant to a share capital increase of TopCo, as set forth in this Agreement and that will be resolved upon on the Approval Date;
WHEREAS, (a) concurrently with the execution of this Agreement, TopCo and Parent are entering into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (collectively, the “Investors”) pursuant to which, among other things, the Investors have agreed to subscribe for, and TopCo, as successor to Parent in the First Merger, has agreed to issue to the Investors, an aggregate number of TopCo Ordinary Shares set forth in the Subscription Agreements in exchange for an aggregate subscription price of approximately $154,000,000, with the foregoing to be resolved upon on the Approval Date but to become effective on the Closing Date following the effectiveness of the Conversion and prior to the effectiveness of the Second Merger, on the terms and subject to the conditions set forth in the Subscription Agreements (such aggregate purchase price, the “PIPE Financing Amount”, and such equity financing hereinafter referred to as the “PIPE Financing”);
WHEREAS, at the Closing, TopCo, the Sponsor and each Company Shareholder that will be an officer or director of TopCo or that holds five percent (5%) or more of the Company Shares immediately prior to the Closing (the “IRA Company Shareholders”) shall enter into an investor rights agreement, substantially in the form attached hereto as Exhibit A (the “Investor Rights Agreement”), pursuant to which, among other things, (a) the Sponsor and each such Company Shareholder will agree not to effect any sale or distribution of any Equity Securities of TopCo issued pursuant to this Agreement or the Subscription Agreements during the lock-up periods described therein and (b) the Sponsor and each such Company Shareholder will be granted certain registration rights with respect to their respective TopCo Ordinary Shares and TopCo Warrants, in each case, on the terms and subject to the conditions therein;
WHEREAS, the Parent Board has (a) approved this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby (including the Mergers) and (b) recommended, among other things, acceptance of the transactions contemplated by this Agreement (including the First Merger) and the authorization of the Cayman Plan of Merger by the holders of Parent Shares entitled to vote thereon;
WHEREAS, the board of directors of the Company (a) has, on the terms and subject to the conditions set forth herein, approved this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby (including the Mergers) (b) has obtained Aztiq Consent and Alvogen Consent (as such terms are defined in the Company Shareholders Agreement) in accordance with the Company Shareholders Agreement, and (c) has recommended, among other things, acceptance of the Second Merger by the holders of Company Shares entitled to vote thereon;
WHEREAS, the sole chairman (president) of TopCo has approved this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby (including the Mergers); and
WHEREAS, each of the Parties intends for U.S. federal income tax purposes that (a) this Agreement, along with the other agreements and documents necessary to effectuate the First Merger, the Conversion, and the Second Merger, constitute a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations promulgated thereunder with respect to each of the transactions described in the subsequent clauses (b)-(d), (b) the First Merger, together with the Election, shall constitute a transaction treated as a “reorganization” within the meaning of Section 368(a)(1)(E) and (F) of the Code, (c) the Conversion shall constitute a transaction treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (d) the Second Merger shall constitute a transaction treated as a “reorganization” within the meaning of Section 368(a) of the Code (clauses (a)-(d), the “Intended U.S. Tax Treatment”).
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
CERTAIN DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.
“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.
“Aggregate PIPE Proceeds” means the cash proceeds to be actually received by TopCo or any of its Affiliates in respect of the PIPE Financing.
“Aggregate TopCo Transaction Proceeds” means an amount equal to (i) the funds contained in the Trust Account as of the First Merger Effective Time, minus (ii) all amounts, if any, payable to the Public Shareholders of Parent pursuant to the Parent Shareholder Redemption, plus (iii) the Aggregate PIPE Proceeds.
“Ancillary Documents” means the Investor Rights Agreement, the Framework Agreement, the Sponsor Letter Agreement, the Support Agreements, the Subscription Agreements, the Plan of Merger, the Cayman Plan of Merger and each other agreement, document, corporate resolutions, instrument or certificate contemplated by this Agreement executed or to be executed in connection with the transactions contemplated hereby.
“Anti-Corruption Laws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA); (b) the UK Bribery Act 2010; and (c) any other national anti-bribery or anti-corruption Laws of other third countries related to combatting bribery, corruption and money laundering.
“Approval Date” means the date on which the sole shareholder of TopCo approves the transactions set forth in Section 2.1.
“Base Exchange Value” means $1,806,000,000.
“Beneficially Own” and correlative terms such as “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 under the Exchange Act and shall be calculated in accordance therewith.
“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York, Luxembourg, Cayman Islands and Iceland are open for the general transaction of business.
“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136), the Families First Coronavirus Response Act of 2020 (H.R. 6201), “Division N—Additional Coronavirus Response and Relief” of the Consolidated Appropriations Act, 2021 (H.R. 133) and the American Rescue Plan Act of 2021 (Pub. L. 117-2), as applicable (including, in each case, any changes in state or local Law that are analogous to provisions of the CARES Act or adopted to conform to the CARES Act), and any legislative or regulatory guidance issued pursuant thereto.
“COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law.
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Company Disclosure Schedules” means the disclosure schedules to this Agreement delivered to Parent by the Company on the date hereof.
“Company Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, and that are due and payable by and not otherwise expressly allocated to Parent pursuant to the terms this Agreement, any Group Company or TopCo in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any Group Company or TopCo and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any Group Company or TopCo pursuant to this Agreement or any Ancillary Document.
“Company Fundamental Representations” means the representations and warranties set forth in Sections 3.1(a) and (b) (Organization and Qualification), 3.2(a) and (b) (Capitalization of the Group Companies), 3.3 (Authority), 3.8(a) (No Company Material Adverse Effect), 3.17 (Brokers), 4.1 (Corporate Organization), 4.2 (Authority) and 4.3 (Capitalization of TopCo).
“Company IT Systems” means all computer systems, computer software and hardware, communication systems, servers, network equipment and related documentation, in each case, owned, licensed or leased by a Group Company.
“Company Licensed Intellectual Property” means Intellectual Property Rights owned by any Person other than a Group Company that are licensed to any Group Company.
“Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets and liabilities, results of operations or financial condition of the Group Companies, taken as a whole, or (b) the ability of TopCo or the Company (whether on behalf of itself or on behalf of the Company Shareholders, as applicable) to perform any of their respective covenants or obligations under this Agreement or any Ancillary Document or to consummate the transactions contemplated hereby or thereby; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date hereof from or related to (i) general business or economic conditions in or affecting the United States, Luxembourg or Iceland, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States, Luxembourg, Iceland or any other country, including the engagement by the United States, Luxembourg, Iceland or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States, Luxembourg, Iceland or any other country or region in the world, or changes therein, including changes in interest rates in the United States, Luxembourg, Iceland or any other country and changes in exchange rates for the currencies of any countries, (iv) changes in any applicable Laws, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which any Group Company operates, (vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company with employees, customers, development partners, commercialization partners, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.5 to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement or the condition set forth in Section 7.2(a) to the extent it relates to such representations and warranties), (vii) any
failure by any Group Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi), (viii) or (ix)), (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics or quarantines, acts of God or other natural disasters or comparable events in the United States, Luxembourg, Iceland or any other country or region in the world, or any escalation of the foregoing or (ix) pandemics (including COVID-19), epidemics and disease outbreaks, earthquakes, hurricanes, tornados, mudslides or other natural disasters (including in each case governmental action in response thereto, including COVID-19 Measures); provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v), (viii) or (ix) may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.
“Company Owned Intellectual Property” means all Intellectual Property Rights that are owned or purported to be owned by the Group Companies.
“Company Product” means each product candidate that is being researched, tested, developed or manufactured by or on behalf of the Group Companies.
“Company Registered Intellectual Property” means all Registered Intellectual Property owned or purported to be owned by, or filed by or in the name of any Group Company.
“Company Sale” means (i) any transaction or series of related transactions that results in any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring Equity Securities that represent more than 50% of the total voting power of TopCo or (ii) a sale or disposition of all or substantially all of the assets of TopCo and its Subsidiaries on a consolidated basis, in each case other than a transaction or series of related transactions which results in at least 50% of the combined voting power of the then outstanding voting securities of TopCo (or any successor to TopCo) immediately following the closing of such transaction (or series of related transactions) being Beneficially Owned, directly or indirectly, by individuals and entities (or Affiliates of such individuals and entities) who were the Beneficial Owners, respectively, of 50% or more of the Equity Securities of TopCo immediately prior to such transaction (or series of related transactions).
“Company Sale Price” means the price per share for one (1) TopCo Ordinary Share in a Company Sale, inclusive of any escrows, holdbacks or fixed deferred purchase price, but exclusive of any contingent deferred purchase price, earnouts or the like. If and to the extent the price is payable in whole or in part with consideration other than cash, the price for such non-cash consideration shall be determined as follows: (i) with respect to any securities: (A) the VWAP over a period of 21 days consisting of the day as of which such value is being determined and the 20 consecutive business days prior to such day or (B) if at any time the securities are not listed on any securities exchange or quoted on Nasdaq (or successor U.S. exchange) or the over-the-counter market, the value of each such security shall be equal to the fair value thereof as of the date of valuation as determined by an independent, internationally recognized investment banking firm on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking firm determines relevant and (ii) with respect to any other non-cash assets, the fair value thereof as of the date of valuation as determined by an independent, nationally recognized investment banking firm on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking firm determines relevant.
“Company Shareholders” means the holders of Company Shares as of any determination time.
“Company Shareholders Agreement” means the shareholders’ agreement relating to the Company dated 21 October 2020 and entered into between the Company, the Company Shareholders and Alvotech hf., as amended, restated, or supplemented from time to time and including all schedules, annexes and exhibits thereto.
“Company Shares” means the class A ordinary shares and the class B ordinary shares of the Company.
“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of April 16, 2021, by and between Oaktree Fund GP, LLC and the Company.
“Consent” means any notice, authorization, qualification, registration, filing, notification, waiver, order, consent or approval to be obtained from, filed with or delivered to, a Governmental Entity or other Person.
“Contract” means any agreement, contract, license, lease, obligation, undertaking or other commitment or arrangement that is legally binding upon a Person or any of his, her or its properties or assets, in each case, as amended, restated or supplemented from to time and including all schedules, annexes and exhibits thereto.
“COVID-19” means the novel coronavirus, SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, or related or associated epidemics, pandemics, disease outbreaks or public health emergencies.
“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, Order or directive by any Governmental Entity in connection with or in response to COVID-19, including the CARES Act.
“Earn Out Consideration” means an aggregate of 38,330,000 TopCo Ordinary Shares.
“Earn Out Shares” means the Earn Out Consideration, multiplied by the percentage set forth opposite the applicable Company Shareholder’s name on the Allocation Schedule.
“Employee Benefit Plan” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA), the obligation to contribute to pension funds under Icelandic act 129/1997 on the mandatory pension savings and the operation of pension funds and the relevant collective bargaining agreements, and each other benefit or compensatory plan, program, policy, arrangement or Contract that TopCo or any of its Affiliates (including any Group Company) maintains, sponsors, contributes to, or has an obligation to contribute to in which employees of any Group Company are eligible to participate or under which any employee of any Group Company is (or may become) entitled to any benefit or compensation or under or with respect to which any Group Company has or could reasonably be expected to have any Liability, other than any plan sponsored and maintained by a Governmental Entity.
“Environmental Laws” means all Laws and Orders concerning pollution, protection of the environment or natural resources, or human health or safety.
“Equity Securities” means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means any Person that, together with any Group Company, is (or at a relevant time has been or would be) treated as a single employer under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code.
“Exchange Act” means the Securities Exchange Act of 1934.
“Exchange Consideration” means an aggregate number of TopCo Ordinary Shares equal to (a) the Exchange Value, divided by (b) the TopCo Ordinary Share Value.
“Exchange Value” means the Base Exchange Value, multiplied by the percentage set forth opposite the applicable Company Shareholder’s name on the Allocation Schedule.
“FDA” means the U.S. Food and Drug Administration.
“Federal Securities Laws” means U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise.
“Foreign Benefit Plan” means each Employee Benefit Plan maintained by any of the Group Companies for its current or former employees, officers, directors or other individual service providers located outside of the United States.
“GAAP” means United States generally accepted accounting principles.
“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a U.S. corporation are its certificate or articles of incorporation and by-laws, the “Governing Documents” of a U.S. limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a U.S. limited liability company are its operating or limited liability company agreement and certificate of formation, the “Governing Documents” of a Luxembourg limited liability company are its articles of association (statuts), the “Governing Documents” of an Icelandic limited liability company are its articles of association (samþykktir), and the “Governing Documents” of a Cayman Islands exempted company are its amended and restated memorandum and articles of association.
“Governmental Entity” means any United States or non-United States (a) national, supranational, federal, state, provincial, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including any notified body, governmental agency, branch, department, official, or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral body (public or private).
“Group Companies” means, collectively, the Company and its Subsidiaries.
“Hazardous Substance” means any material, substance or waste that is regulated by, or may give rise to standards of conduct or Liability pursuant to, any Environmental Law, including any petroleum products or byproducts, asbestos, lead, polychlorinated biphenyls, per- and poly-fluoroalkyl substances or radon.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
“Iceland” means the Republic of Iceland.
“IFRS” means International Financial Reporting Standards as promulgated by the International Standards Accounting Board.
“Indebtedness” means, as of any time, without duplication, with respect to any Person, all outstanding obligations (including all obligations in respect of principal, accrued interest, penalties, breakage costs, fees and premiums) of such Person arising under or in respect of (a) indebtedness for borrowed money, (b) other obligations evidenced by any note, bond, debenture or other debt security, (c) obligations for the deferred purchase price of property or assets, including “earn-outs” and “seller notes” (but excluding any trade payables arising in the ordinary course of business), (d) reimbursement and other obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or other similar instruments, in each case, solely to the extent drawn, (e) leases required to be capitalized under GAAP or IFRS, as applicable, (f) derivative, hedging, swap, foreign exchange or similar arrangements, including swaps, caps, collars, hedges or similar arrangements, (g) arrangements by which such Person assured a creditor against loss, including letters of credit and bankers’ acceptances, in each case to the extent drawn upon or currently payable and not contingent, (h) unfunded pension or retirement agreements, programs, policies, or other arrangements, (i) accrued but unpaid or unfunded obligations arising from any incentive compensation, deferred compensation, severance or similar arrangements, (j) dividends declared or distributions payable and (k) any of the obligations of any other Person of the type referred to in clauses (a) through (j) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person.
“Initial Shares” means the 4,000,000 shares issued at incorporation of TopCo and held by Floki Holdings.
“Intellectual Property Rights” means all intellectual property rights and related priority rights protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention, including all (a) patents and patent applications, industrial designs and design patent rights, including any continuations, divisionals, continuations-in-part and provisional applications and statutory invention registrations, and any patents issuing on any of the foregoing and any reissues, reexaminations, substitutes, supplementary protection certificates, extensions of any of the foregoing (collectively, “Patents”); (b) trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing (collectively, “Marks”); (c) copyrights and works of authorship, database and design rights, mask work rights and moral rights, whether or not registered or published, and all registrations, applications, renewals, extensions and reversions of any of any of the foregoing (collectively, “Copyrights”); (d) trade secrets, know-how and confidential and proprietary information, including invention disclosures, inventions and formulae, whether patentable or not; (e) rights in or to Software or other technology; and (f) any other intellectual or proprietary rights protectable, arising under or associated with any of the foregoing, including those protected by any Law anywhere in the world.
“Investment Company Act” means the Investment Company Act of 1940.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.
“Law” means any federal, state, provincial, local, foreign, national or supranational statute, law (including common law), act, statute, ordinance, treaty, rule, code, regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.
“Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking.
“Lien” means any mortgage, pledge, security interest, encumbrance, lien, license or sub-license, charge, or other similar encumbrance or interest (including, in the case of any Equity Securities, any voting, transfer or similar restrictions).
“Luxembourg” means the Grand Duchy of Luxembourg.
“Mergers” means, collectively, the First Merger and the Second Merger.
“Multiemployer Plan” has the meaning set forth in Section 3(37) or Section 4001(a)(3) of ERISA.
“Nasdaq” means the Nasdaq Stock Market.
“Nasdaq First North” means the Nasdaq First North Growth Market.
“NYSE” means the New York Stock Exchange.
“Off-the-Shelf Software” means any Software that is made generally and widely available to the public on a commercial basis and is licensed to the any of the Group Companies on a non-exclusive basis under standard terms and conditions for a one-time license fee of less than $100,000 per license, or an ongoing licensee fee of less than $50,000 per year.
“Order” means any outstanding writ, order, judgment, injunction, decision, determination, award, ruling, subpoena, verdict or decree entered, issued or rendered by any Governmental Entity.
“Other Parent Shareholder Approval” means the approval, at the Parent Shareholders Meeting where a quorum is present, in the case of each Transaction Proposal (other than the Business Combination Proposal and the Merger Proposal), by an ordinary resolution in accordance with Parent’s Governing Documents requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued Parent Shares present in person or represented by proxy at the Parent Shareholders Meeting and entitled to vote on such matter.
“Parent Class A Shares” means Parent’s Class A ordinary shares of $0.0001 par value each.
“Parent Class B Shares” means Parent’s Class B ordinary shares of $0.0001 par value each.
“Parent Disclosure Schedules” means the disclosure schedules to this Agreement delivered to the Company by Parent on the date hereof.
“Parent Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, and that are due and payable by and not otherwise expressly allocated to the Company pursuant to the terms of this Agreement, Parent in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the
performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of Parent and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to Parent pursuant to this Agreement or any Ancillary Document. For the avoidance of doubt, Parent Expenses shall not include any Company Expenses.
“Parent Financial Statements” means all of the financial statements of Parent included in the Parent SEC Reports.
“Parent Fundamental Representations” means the representations and warranties set forth in Sections 5.1 (Organization and Qualification), 5.2 (Authority), 5.4 (Brokers) and 5.6(a) (Capitalization of the Parent).
“Parent Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets and liabilities, results of operations or financial condition of Parent or (b) the ability of Parent to perform any of its covenants or obligations under this Agreement or any Ancillary Document or to consummate the transactions contemplated hereby or thereby.
“Parent Shareholder Approval” means, collectively, the Required Parent Shareholder Approval and the Other Parent Shareholder Approval.
“Parent Shareholder Redemption” means the right of the holders of Parent Class A Shares to redeem all or a portion of their Parent Class A Shares (in connection with the transactions contemplated by this Agreement or otherwise) as set forth in Governing Documents of Parent.
“Parent Shares” means, collectively, the Parent Class A Shares and the Parent Class B Shares.
“Parent Warrants” means each warrant to purchase one Parent Class A Share at a price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement.
“PCAOB” means the Public Company Accounting Oversight Board.
“Permits” means any approvals, authorizations, clearances, licenses, registrations, permits or certificates of a Governmental Entity.
“Permitted Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred in the ordinary course of business for amounts that are not yet delinquent or are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with IFRS or GAAP, as applicable, (b) Liens for Taxes, assessments or other governmental charges not yet due and delinquent as of the Closing Date or which are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with IFRS or GAAP, as applicable, (c) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of way and similar restrictions) that do not prohibit or materially interfere with any of the Group Companies’ use or occupancy of such real property, (d) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such real property and which are not violated by the use or occupancy of such real property or the operation of the businesses of the Group Company and do not prohibit or materially interfere with any of the Group Companies’ use or
occupancy of such real property, (e) cash deposits or cash pledges to secure the payment of workers’ compensation, unemployment insurance, social security benefits or obligations arising under similar Laws, or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligations of a like nature, in each case in the ordinary course of business and which are not yet due and payable, (f) non-exclusive licenses of non-material Intellectual Property in the ordinary course of business consistent with past practice and (g) other Liens that do not materially and adversely affect the value, use or operation of the asset subject thereto.
“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity.
“Personal Data” means any data or information relating to an identified or identifiable natural person.
“Pre-Closing Equity Financing” means Pre-Closing Financing received by the Company or any of its Subsidiaries following the date hereof and prior to the Closing pursuant to any equity financing transaction whereby any equity securities (which shall not include any debt securities convertible into or exercisable for equity securities unless such convertible debt securities are so converted in full prior to the Redemption Deadline) of the Company or any of its Subsidiaries has been issued in exchange for cash consideration; provided, that (i) to the extent that any Person providing Pre-Closing Equity Financing is not an existing Company Shareholder and party to the Framework Agreement and the Company Shareholders Agreement, such Person shall, as a condition, and prior, to providing the Pre-Closing Equity Financing, deliver a deed of adherence agreeing to be bound by the Framework Agreement, a Support Agreement on terms consistent with those executed and delivered on the date hereof and any other agreements entered into by the Company Shareholders in connection with the transactions contemplated by this Agreement, in each case, in form and substance reasonably acceptable to Parent and (ii) all transactions related to the Pre-Closing Equity Financing shall be consummated prior to the Redemption Deadline. For the avoidance of doubt, no Pre-Closing Equity Financing shall have any effect on the Base Exchange Value.
“Pre-Closing Financing” means the aggregate proceeds received by the Company following the date hereof and prior to the Closing pursuant to any equity or debt financing transaction entered into by the Company on arms-length terms which are reasonably acceptable to Parent, in order to fund the capital needs of the Company and its Subsidiaries in the ordinary course of business (including any Pre-Closing Equity Financing); provided, that any such debt financing transactions shall not exceed, in the aggregate, a principle amount of indebtedness in excess of $50,000,000 without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed).
“Pre-Closing Parent Holders” means the holders of Parent Shares at any time prior to the First Merger Effective Time, as applicable.
“Privacy Laws” means Laws in any jurisdiction relating to the Processing or protection of Personal Data, including the European Union General Data Protection Regulation 2016/679, the e-Privacy Directive (2002/58/EC) and any predecessor, successor or implementing legislation of the foregoing, and any amendments or re-enactments of any of the foregoing.
“Proceeding” means any lawsuit, litigation, action, audit, examination, investigation, inquiry, claim, complaint, charge, proceeding, suit or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before or otherwise involving any Governmental Entity.
“Process” (or “Processing” or “Processes”) means the collection, use, storage, processing, recording, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium).
“Public Health Laws” means all applicable Laws relating to the development, non-clinical testing, clinical testing, manufacture, production, authorization, analysis, distribution, importation, exportation, use, handling, quality, sale or promotion of any drug, biologic or medical device, placebo, or other article (including any ingredient or component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) or similar federal, state, or foreign pharmaceutical Laws, advanced therapy medicinal product Laws, medical devices Laws, Laws on the collection and processing of blood, blood components, tissues or cells, genetically engineered products Laws, infection protocol Laws and clinical investigation Laws.
“Real Property Leases” means all leases, sub-leases, licenses or other agreements, in each case, pursuant to which any Group Company leases or sub-leases any real property.
“Redemption Deadline” means the last date on which the holders of Parent Class A Shares are permitted to submit an election to redeem all or a portion of their Parent Class A Shares in connection with the transactions contemplated by this Agreement as set forth in Governing Documents of Parent.
“Registered Intellectual Property” means all issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, pending applications for registration of Copyrights and Internet domain name registrations.
“Registration Statement / Proxy Statement” means a registration statement on Form F-4 relating to the transactions contemplated by this Agreement and the Ancillary Documents and containing a proxy statement of Parent.
“Regulatory Permits” means all Permits granted by FDA or any comparable Governmental Entity or supranational entity or an institutional review board or independent ethics committee to any Group Company, including investigational new drug applications, biologics license applications, new drug applications, orphan drug designations, abbreviated new drug applications, device premarket approval applications, device premarket notifications, investigational device exemptions, product recertifications, manufacturing approvals and authorizations, CE Certificates of Conformity, CE Declarations of Conformity, authorization of tissue establishment, and tissue and cell preparation processes, clinical trial authorizations and ethical reviews, scientific opinions for advanced therapy medicinal product, scientific advice, genetic engineering authorizations, infection protection authorizations or their national or foreign equivalents.
“Representatives” means, with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, officers, employees, members, owners, accountants, consultants, advisors, attorneys, agents and other authorized representatives.
“Required Parent Shareholder Approval” means the approval, at the Parent Shareholders Meeting where a quorum is present, (a) in the case of the Business Combination Proposal, by an ordinary resolution in accordance with Parent’s Governing Documents requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued Parent Shares present in person or represented by proxy at the Parent Shareholders Meeting and entitled to vote on such matter, and (b) in the case of the Merger Proposal, by a special resolution in accordance with Parent’s Governing Documents requiring the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Parent Shares present in person or represented by proxy at the Parent Shareholders Meeting and entitled to vote on such matter.
“RESA” means the Recueil Electronique des Sociétés et Associations (the Luxembourg official gazette).
“Sanctions and Export Control Laws” means any Law in any part of the world related to (a) import and export controls, including the U.S. Export Administration Regulations, or (b) economic sanctions, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations, and Her Majesty’s Treasury of the United Kingdom.
“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.
“Schedules” means, collectively, the Company Disclosure Schedules and the Parent Disclosure Schedules.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933.
“Securities Laws” means Federal Securities Laws and other applicable foreign and domestic securities or similar Laws.
“Software” shall mean any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (b) software as a medical device; (c) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (d) descriptions, flowcharts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (e) all documentation, including user manuals and other training documentation related to any of the foregoing.
“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other legal entity of which (a) if a corporation (including a German GmbH), a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.
“Tax” means (i) any federal, state, local or non-United States income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, goods and services, withholding, premium, unclaimed property, escheat, turnover, windfall profits or other taxes of any kind whatever, together with any interest, deficiencies, penalties, additions to tax, or additional amounts payable with respect thereto, whether disputed or not, (ii) any Liability for or in respect of the payment of any amount of a type described in clause (i) of this definition as a result of being a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes, and (iii) any Liability for or in respect of the payment of any amount described in clauses (i) or (ii) of this definition as a transferee or successor, by contract or otherwise.
“Tax Authority” means any Governmental Entity responsible for the collection or administration of Taxes or Tax Returns.
“Tax Return” means returns, information returns, statements, declarations, claims for refund, schedules, notices, forms, attachments and reports relating to Taxes filed or required to be filed with any Governmental Entity or Tax Authority.
“TopCo Ordinary Share” means an ordinary share in the share capital of TopCo.
“TopCo Ordinary Share Price” means the closing sale price per share of TopCo Ordinary Shares on Nasdaq (or successor U.S. exchange) reported as of 4:00 p.m., New York, New York time on such date by Bloomberg, or if not available on Bloomberg, as reported by Morningstar.
“TopCo Ordinary Share Value” means $10.00.
“TopCo Warrant” means each warrant to purchase one TopCo Ordinary Share at a price of $11.50, subject to adjustment.
“Unpaid Company Expenses” means the Company Expenses that are unpaid as of immediately prior to the Closing.
“Unpaid Parent Expenses” means the Parent Expenses that are unpaid as of immediately prior to the Closing.
“VWAP” means the volume weighted average price of TopCo Ordinary Shares or Parent Share, as applicable, as defined by the industry standard.
“WARN” means the Worker Adjustment Retraining and Notification Act of 1988, as amended, as well as any analogous foreign, state, provincial or local Laws.
“Warrant Agreement” means the Warrant Agreement, dated as of September 21, 2020, between Parent and the Trustee.
Section 1.2 Certain Defined Terms. Each of the following terms is defined in the Section set forth opposite such term:
Term Section
Acquisition Proposal
Section 6.6(a)
Additional Parent SEC Reports
Additional PIPE Financing
Section 6.2(d)
Allocation Schedule
Business Combination Proposal
Section 2.6(b)
Cayman Islands Act
Section 2.1(b)(ii)
Cayman Merger Documents
Section 2.1(b)(i)
Section 3.7(a)(xii)
Change in Recommendation
Closing Filing
Closing Press Release
Company Designee
Section 6.15(c)
Converted Warrant
Section 3.13(d)
D&O Persons
Section 6.14(a)
Section 2.1(f)(vi)
First Merger
First Merger Consideration
Section 2.1(b)(vi)
First Merger Documents
First Merger Effective Time
First Merger Shareholder Resolution
First Surviving Company
Framework Agreement
Section 6.18(f)
Intended U.S. Tax Treatment
Investor Rights Agreement
IRA Company Shareholders
Latest Balance Sheet
Leased Real Property
Section 3.18(b)
Luxembourg Merger Documents
Material Contracts
Material Partner
Material Permits
Merger Proposal
Parent Acquisition Proposal
Parent Board
Parent Board Recommendation
Parent Designee
Parent Related Parties
Parent Related Party Transactions
Parent SEC Reports
Parent Shareholders Meeting
PIPE Financing
PIPE Financing Amount
Post-Signing Company Financial Statements
Privacy and Data Security Policies
Public Shareholders
Related Proceeding
Second Merger
Second Merger Documents
Section 2.1(f)(i)
Second Merger Effective Time
Second Merger Surviving Company
Section 2.1(f)(ii)
Signing Filing
Signing Press Release
Sponsor Letter Agreement
Sponsor Shares
Sponsor Warrants
Subscription Agreements
Termination Date
Section 8.1(e)
TopCo
TopCo Board
TopCo Incentive Equity Plan
Transaction Proposals
Transition Services Agreement
Trust Account Released Claims
Trust Agreement
Warrant Assumption Agreement
Section 2.1 Closing Transactions. On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order of the subsections in this Section 2.1:
(a) Election. On the Closing Date, TopCo shall file an election with the Internal Revenue Service on Internal Revenue Service Form 8832 pursuant to Treasury Regulations Section ###-###-####-3(c), substantially in the form attached hereto as Exhibit B and effective as of the date of the First Merger Effective Time, to be classified as an association taxable as a corporation for U.S. federal income tax purposes.
(b) First Merger.
(i) At least one month prior to the Approval Date, Parent and TopCo shall cause draft terms of merger, in substantially the form attached hereto as Exhibit C (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Islands Act and the Luxembourg Company Law, the “Plan of Merger”), along with all other documentation and declarations required under the Luxembourg Company Law in connection with the First Merger, to be duly executed and properly filed with the RCS and published on the RESA, in accordance with the relevant provisions of the Luxembourg Company Law (together, the “Luxembourg Merger Documents”). The First Merger will be approved by TopCo through the First Merger Shareholder Resolution on the Approval Date but the First Merger Shareholder Resolution shall only become effective seven (7) Business Days after the Approval Date following its prior publication in the RESA and subject to (i) the execution of a plan of merger in substantially the form attached hereto as Exhibit G by each of TopCo and Parent (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Islands Act and the Luxembourg Company Law or otherwise agreed between TopCo and Parent, the “Cayman Plan of Merger”) and the registration of such Cayman Plan of Merger and the filing of the other documents required under the Cayman Islands Act with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Companies Act (such other documents, together with the Plan of Merger, the “Cayman Merger Documents” and together with the Luxembourg Merger Documents, the “First Merger Documents”) on such date (the time the First Merger becomes effective being referred to herein as the “First Merger Effective Time”), (ii) the delivery, on such date, by Parent to TopCo of (x) a legal opinion from Walkers (Cayman) LLP (in a form reasonably acceptable to TopCo and the Company) regarding the completion of the steps required under the Cayman Islands Act to consummate the First Merger and (y) a certificate evidencing the registration of the Cayman Plan of Merger with the Registrar of Companies of the Cayman Islands as soon as possible after the First Merger Effective Time (it being understood that delivery of such certificate shall not be a condition precedent to the First Merger Effective Time).
(ii) In accordance with the Companies Act (as amended) of the Cayman Islands (the “Cayman Islands Act”) and the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Luxembourg Company Law”), (A) on the Approval Date, the sole shareholder of TopCo shall pass a shareholder resolution in front of a Luxembourg notary (the “First Merger Shareholder Resolution”) to approve, the First Merger (including the Plan of Merger and the Luxembourg Merger Documents) and the resulting increase in the capital of TopCo and, (B) at the First Merger Effective Time, Parent shall merge with and into TopCo. Following the First Merger Effective Time, the separate existence of Parent shall cease and TopCo shall continue as the surviving entity of the First Merger (the “First Surviving Company”) and shall succeed to and assume all the rights and obligations of Parent in accordance with the Cayman Islands Act and the Luxembourg Company Law.
(iii) The First Merger shall have the effects as provided in this Agreement, in the First Merger Documents and in the applicable provisions of the Cayman Islands Act and the Luxembourg Company Law. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, all of the assets, properties, rights, privileges, immunities, powers and franchises of Parent shall vest in the First Surviving Company and all debts, liabilities and duties of Parent shall become the debts, liabilities, obligations and duties of the First Surviving Company.
(iv) At the First Merger Effective Time, the Governing Documents of TopCo as amended pursuant to the First Merger Documents shall be the Governing Documents of the First Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law.
(v) At the First Merger Effective Time, the sole chairman (président) of TopCo immediately prior to the First Merger Effective Time shall remain the sole chairman (president) of the First Surviving Company, to hold office in accordance with the Governing Documents of First Surviving Company.
(vi) At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Party or any other Person, each Parent Share (other than such shares cancelled pursuant to Section 2.1(b)(vii)) issued and outstanding as of immediately prior to the First Merger Effective Time shall be automatically cancelled and extinguished and exchanged for one ordinary share of First Surviving Company (the “First Merger Consideration”). From and after the First Merger Effective Time, all outstanding Parent Shares shall automatically cease to exist, and such Person that, immediately prior to the First Merger Effective Time, was registered as a holder of the Parent Shares in the register of members of Parent shall thereafter cease to be a member of Parent and shall cease to have any rights with respect to such shares except as otherwise provided for herein or under applicable Law.
(vii) At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Party or any other Person, each Parent Share held immediately prior to the First Merger Effective Time by Parent as treasury shares shall be cancelled and surrendered (as applicable), and no consideration shall be paid with respect thereto.
(viii) If after the date hereof and prior to the First Merger Effective Time Parent pays a share dividend in, sub-divides, consolidates into a smaller number of shares, or issues by reclassification, any Parent Shares, then the First Merger Consideration will be appropriately adjusted to provide to the holders of the Parent Shares the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted will, from and after the date of such event, be the First Merger Consideration, subject to further adjustment in accordance with this provision.
(c) Redemption. On the Approval Date, TopCo will resolve to redeem and cancel the shares held by its initial sole shareholder and proceed with a reduction of its share capital for an amount equal to the nominal value of these redeemed shares, such Redemption becoming effective immediately after the First Merger Effective Time.
(d) Change in Legal Form of TopCo. On the Approval Date, TopCo shall resolve to (i) change its legal form from a simplified joint stock company (société par actions simplifiée) to a public limited liability company (société anonyme) and (ii) amend and restate its Governing Documents, substantially in the forms attached hereto as Exhibit D (the “Agreed TopCo Governing Documents”), such steps becoming effective on the Closing Date immediately after giving effect to the First Merger and the Redemption, and, the Agreed TopCo Governing Documents as so amended and restated, shall be the Governing Documents of TopCo until thereafter amended in accordance with the terms thereof and applicable Law.
(e) PIPE Financing. In accordance with the Luxembourg Company Law, after the Conversion and prior to the Second Merger Effective Time, (i) TopCo shall issue the relevant number of TopCo Ordinary Shares for the PIPE Financing and (ii) the Governing Documents of TopCo shall be amended accordingly to reflect the resulting capital increase, subject to the Aggregate PIPE Proceeds, the
executed Subscription Agreements and all documentation and other information regarding the Investors which may be reasonably requested by TopCo in connection with any applicable “know your customer” and anti-money laundering rules and regulations having been received prior thereto; provided, that in no event shall the Aggregate PIPE Proceeds (or any portion thereof) be held in a bank account of TopCo until after the Conversion.
(f) Second Merger.
(i) At least one month prior to the Approval Date, the Company and TopCo shall cause draft terms of merger, in a form reasonably satisfactory to the Company and TopCo (with such modifications, amendments or supplements thereto as may be required to comply with the Luxembourg Company Law), along with all other documentation and declarations required under the Luxembourg Company Law in connection with the Second Merger and not waived by its shareholders, to be duly executed and properly filed with the RCS and published in the RESA to the extent required by the Luxembourg Company Law as well as made available at the registered offices of the Company and TopCo, in accordance with the relevant provisions of the Luxembourg Company Law (together, the “Second Merger Documents”). The Second Merger will be approved through the Second Merger Shareholder Resolution on the Approval Date but it shall become effective on the Closing Date immediately after giving effect to the First Merger, the Redemption, the Conversion and the PIPE Financing (the time the Second Merger becomes effective being referred to herein as the “Second Merger Effective Time”). The effectiveness of the First Merger, the Redemption, the Conversion, the PIPE Financing and the Second Merger shall be acknowledged in front of a Luxembourg notary on the Closing Date.
(ii) In accordance with the Luxembourg Company Law, on the Approval Date, the sole shareholder of TopCo shall pass a shareholder resolution in front of a Luxembourg notary (the “Second Merger Shareholder Resolution”) to approve, inter alia, the Second Merger and, at the Second Merger Effective Time, the Company shall merge with and into TopCo, subject to the First Merger, the Redemption, the Conversion, and the PIPE Financing issuance having become effective previously. Following the Second Merger Effective Time, the separate existence of the Company shall cease and TopCo shall continue as the surviving entity of the Second Merger (the “Second Merger Surviving Company”) and shall succeed to and assume all the rights and obligations of the Company in accordance with the Luxembourg Company Law.
(iii) The Second Merger shall have the effects as provided in this Agreement, in the Second Merger Documents and in the applicable provisions of the Luxembourg Company Law. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, all of the assets, properties, rights, privileges, immunities, powers and franchises of the Company shall vest in the Second Merger Surviving Company and all debts, liabilities and duties of the Company shall become the debts, liabilities and duties of the Second Merger Surviving Company.
(iv) At the Second Merger Effective Time, the Governing Documents of TopCo shall be the Governing Documents of the Second Merger Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law.
(v) At the Second Merger Effective Time, (A) the directors of TopCo immediately following the Second Merger Effective Time shall be appointed in accordance with Section 6.15, each to hold office in accordance with the Governing Documents of the Second Merger Surviving Company and (B) the officers of TopCo immediately following the Second Merger Effective Time shall be the officers of the Company as of immediately prior to the Second Merger Effective Time or such other officers as determined by the TopCo Board as of immediately following the Second Merger Effective Time, each to hold office in accordance with the Governing Documents of the Second Merger Surviving Company until such officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.
(vi) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any Party or any other Person, each issued and outstanding Company Share shall be automatically cancelled and extinguished and exchanged for a portion of the Exchange Consideration and the Earn Out Consideration in accordance with the Allocation Schedule and Section 2.2 (the “Exchange”).
Section 2.2 Allocation Schedule. The Company acknowledges and agrees that the Exchange Consideration and the Earn Out Consideration shall be allocated among the Company Shareholders pursuant to Section 3.2(a) of the Company Disclosure Schedule (the “Allocation Schedule”) as a consequence of the Second Merger and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholders Agreement and applicable Laws, (ii) does and will set forth the portion of the Exchange Consideration and the Earn Out Consideration allocated to each Company Shareholder and the portion of the Base Exchange Value allocated to each other Person set forth thereon and (iii) is and will otherwise be accurate; provided, that if there is any (a) Pre-Closing Equity Financing or (b) permitted transfers by Company Shareholders pursuant Section 8.3 of the Framework Agreement, then the values specified in the Allocation Schedule will be adjusted equitably by agreement of the parties hereto to reflect the Pre-Closing Equity Financing or the permitted transfers, as applicable (it being understood and agreed, for the avoidance of doubt, that any such changes in connection with a Pre-Closing Equity Financing or permitted transfers shall be limited to changes to the allocation of the Exchange Consideration and the Earn Out Consideration among the Company Shareholders (or their permitted transferees) and not to the aggregate amount of such Exchange Consideration or Earn Out Consideration).
Section 2.3 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely by conference call and by electronic exchange of documents and signature pages as promptly as possible, but in no event later than the third (3rd) Business Day, following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) (the “Closing Date”) or at such other place, date or time as Parent and the Company may agree in writing; provided that any notarial deed relating to TopCo or the Company as provided for under the provisions of Section 2.1 shall be published in the RESA prior to the Closing; provided, further, that notarial deeds relating to TopCo or the Company as provided for under the provisions of Section 2.1 will be signed in person in wet-ink (under proxy).
Section 2.4 Withholding. Parent, TopCo and any other withholding agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Section 2.5 Parent Warrants. As a result of the First Merger and without any action of any Party or any other Person (but without limiting the obligations of TopCo pursuant to the last sentence of this Section 2.5), each Parent Warrant that is outstanding immediately prior to the First Merger Effective Time shall automatically cease to represent a right to acquire Parent Class A Shares and shall automatically represent, immediately following the First Merger Effective Time, a right to acquire TopCo Ordinary Shares (a “Converted Warrant”) on the same contractual terms and conditions as were in effect immediately prior to the First Merger Effective Time under the terms of the Warrant Agreement; provided, that, each Converted Warrant: (a) shall represent the right to acquire the number of TopCo Ordinary Shares equal to
the number of Parent Class A Shares subject to each such Parent Warrant immediately prior to the First Merger Effective Time; (b) shall have an exercise price of $11.50 per whole warrant required to purchase one TopCo Ordinary Share; and (c) shall expire on the five (5) year anniversary of the Closing Date. TopCo shall enter into a warrant assumption agreement (the “Warrant Assumption Agreement”) as of immediately prior the First Merger Effective Time, such assumption agreement to be substantially in the form attached hereto as Exhibit E.
Section 2.6 Earn Out.
(a) Subject to and conditioned upon the occurrence of the Closing, at the Second Merger Effective Time, TopCo shall issue the Earn Out Shares to the Company Shareholders in accordance with the Allocation Schedule and Section 2.2, which shall be unvested and shall be subject to the following transfer restrictions, vesting and buyback provisions:
(i) If, at any time during the five (5) years following the Closing (the “Vesting Period”), the TopCo Ordinary Share Price is at or above a VWAP of $15.00 per share for any ten (10) trading days within any twenty (20) trading day period, one-half (1/2) of the Earn Out Shares shall immediately vest and no longer be subject to the Buyback and the transfer restrictions provided for in Section 2.6(b) and Section 2.6(c), respectively.
(ii) If, at any time during the Vesting Period, the TopCo Ordinary Share Price is at or above a VWAP of $20.00 per share for any ten (10) trading days within any twenty (20) trading day period, all remaining unvested Earn Out Shares shall immediately vest and no longer be subject to the Buyback and the transfer restrictions provided for in Section 2.6(b) and Section 2.6(c), respectively.
(b) The Earn Out Shares that do not vest in accordance with Section 2.6(a)(i) and Section 2.6(a)(ii) during the Vesting Period are transferred back to TopCo in accordance with TopCo’s governing documents in view of their cancellation for a consideration equal to their nominal value, payable on such date, and shall be cancelled as soon as practicable by TopCo and without any encumbrance, third party right, further right, obligation or liability of any kind or nature on the part of TopCo or any of the Company Shareholders (the “Buyback”).
(c) Subject to the limitations contemplated herein, each Company Shareholder issued Earn Out Shares upon the Closing shall be entitled to the voting and dividend rights generally granted to holders of TopCo Ordinary Shares; provided that the Earn Out Shares shall not entitle the holder thereof to, without limiting Section 2.6(d), any consideration in connection with any sale or other transaction and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by such Person or be subject to execution, attachment or similar process without the consent of TopCo, and shall bear a customary legend with respect to such transfer restrictions. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Earn Out Shares shall be null and void; provided, that, notwithstanding the foregoing, transfers, assignments and sales by the holders of the Earn Out Shares are permitted (i) in the case of an holder who is individual, by gift to a member of such holder’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (ii) in the case of an holder who is individual, by virtue of laws of descent and distribution upon death of the individual; (iii) in the case of an holder who is individual, pursuant to a qualified domestic relations order; (iv) by virtue of the holder’s organizational documents upon the winding up and subsequent liquidation or dissolution of such holder; (v) to TopCo for a price not exceeding the nominal value of such Earn Out Shares; and (vi) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of TopCo shareholders having the right to exchange their TopCo Ordinary Shares for cash, securities or other property subsequent to the completion of the transactions contemplated by this Agreement; provided, however, that in the case of clauses (i) through (iv) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.
(d) In the event that there is a Company Sale after the Closing and during the Vesting Period that will result in the holders of TopCo Ordinary Shares receiving a Company Sale Price equal to or in excess of the applicable price per share set forth set forth in Section 2.6(a)(i) and Section 2.6(a)(ii), then immediately prior to the consummation of the Company Sale any such vesting of Earn Out Shares set forth herein that has not previously occurred shall be deemed to have occurred and the holders of such Earn Out Shares shall be eligible to participate in such Company Sale.
(e) If, during the Vesting Period, the outstanding TopCo Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, recapitalization, split, combination or exchange, or any similar event shall have occurred (other than, for the avoidance of doubt, a Company Sale), then the applicable price per share set forth set forth in this Section 2.6 will be equitably adjusted to reflect such change.
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY
Subject to Section 9.8, except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to Parent, in each case, as of the date hereof and as of the Closing, as follows:
Section 3.1 Organization and Qualification.
(a) Each Group Company is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). Section 3.1(a) of the Company Disclosure Schedules sets forth the jurisdiction of formation or organization (as applicable) for each Group Company. Each Group Company has the requisite corporate, limited liability company or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except where the failure to have such power or authority would not have a Company Material Adverse Effect.
(b) True and complete copies of the Governing Documents of the Group Companies and the Company Shareholders Agreement have been made available to Parent, in each case, as amended and in effect as of the date hereof. The Governing Documents of the Group Companies and the Company Shareholders Agreement are in full force and effect, and no Group Company is in breach or violation of any provision set forth in their respective Governing Documents or in material breach of the Company Shareholders Agreement.
(c) Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and, if applicable, in good standing would not have a Company Material Adverse Effect.
Section 3.2 Capitalization of the Group Companies.
(a) Section 3.2(a) of the Company Disclosure Schedule sets forth, as of the date hereof, and the Allocation Schedule sets forth, as of immediately prior to the Closing, a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding and (ii) the identity of the Persons that are the legal and beneficial owners thereof, (iii) with respect to any Company Warrants, the exercise price thereof and (iv) with respect to any Company Convertible Loans, the conversion price thereof. All of the Equity Securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of the Company (A) were not issued in violation of the Governing Documents of the Company or the Company Shareholders Agreement or any other Contract to which the Company is party or bound, (B) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than Liens under applicable Securities Laws or the Company Shareholders Agreement (which Liens under the Company Shareholders Agreement will no longer be effective as of the Closing upon the termination of the Company Shareholders Agreement pursuant to the Framework Agreement)). Except for the warrants and the convertible loans set forth on Section 3.2(a) of the Company Disclosure Schedule (respectively, the “Company Warrants” and the “Company Convertible Loans”) (as in effect as of the date hereof) (which shall be treated as provided in the Framework Agreement), the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company, except as set out in the Company Shareholders Agreement. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities apart from the Company Shareholders Agreement, the Company Warrants and the Company Convertible Loans.
(b) Section 3.2(b) of the Company Disclosure Schedule sets forth, as of the date hereof, a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. There are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities a Subsidiary of the Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of a Subsidiary of the Company.
(c) Except as set forth in Section 3.2(d) of the Company Disclosure Schedules, none of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture or has any obligation to make any capital contribution to, or invest in, any Person.
(d) Section 3.2(d) of the Company Disclosure Schedule sets forth a list of all (i) Indebtedness of the Group Companies and Company as of the date hereof, including the principal amount of such Indebtedness, the outstanding balance as of November 30, 2021, the pro forma balance estimates as of the Closing based on the outstanding balance as of November 30, 2021 and the debtor and the creditor thereof and (ii) Company Expenses, as of the date hereof, including that the amounts thereof and the Persons such amounts are owed to.
Section 3.3 Authority. Each Group Company has the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement and each Ancillary Document, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Ancillary Documents to which each Group Company is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate (or other similar) action on the part of such Group Company. This Agreement and each Ancillary Document to which each Group Company is or will be a party has been or will be upon execution thereof, as applicable, duly and validly executed and delivered by such Group Company and constitutes or will constitute, upon execution and delivery thereof, as applicable, (assuming that this Agreement and the Ancillary Documents to which such Group Company is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto), enforceable against such Group Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).
Section 3.4 Financial Statements; Undisclosed Liabilities.
(a) The Company has made available to Parent a true and complete copy of (i) the audited consolidated balance sheet of the Group Companies as of December 31, 2019 and December 31, 2020 and the related audited consolidated statements of income and cash flows of the Group Companies for the year then ended and (ii) the unaudited consolidated balance sheet (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash flows of the Group Companies as of and for a year-to-date period ended as of the end of each fiscal quarter that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by TopCo or Parent with the SEC (including for each fiscal quarter of the year ended December 31, 2020) if such Registration Statement / Proxy Statement was to be filed as of the date hereof (clauses (i) and (ii), together, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedule and, in the case of clause (i), will contain an unqualified report of the Company’s auditors when delivered following the date of this Agreement in accordance with Section 6.13. Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with International Financial Reporting Standards (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein and (C) in the case of clause (i), has been audited in accordance with the standards of the PCAOB.
(b) The Post-Signing Company Financial Statements, when delivered following the date of this Agreement in accordance with Section 6.13, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein and, (iii) will, if applicable, be audited in accordance with the standards of the PCAOB.
(c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities.
(d) Except as set forth in Section 3.2(d) of the Company Disclosure Schedule, since December 31, 2018, no Group Company has received any written or, to the Company’s knowledge, oral complaint, allegation, assertion or claim that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (B) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (C) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.
Section 3.5 Consents and Requisite Governmental Approvals; No Violations.
(a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of any Group Company with respect to a Group Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which such Group Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, and the applicable requirements of the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq and Nasdaq First North to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on each of Nasdaq and Nasdaq First North, as applicable, (iv) filing of the First Merger Documents and the Second Merger Documents under the applicable law of the Cayman Islands or of Luxembourg, as applicable, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect.
(b) Neither the execution, delivery or performance by each Group Company of this Agreement nor the Ancillary Documents, as applicable, to which such Group Company is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of such Group Company’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which any Group Company is a party or (B) any Group Company Permits, (iii) violate, or constitute breach under, any Order or applicable Law to which any Group Company or any of it properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of any Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not have a Company Material Adverse Effect.
Section 3.6 Permits. Each of the Group Companies has, maintains, and updates, as needed, all Permits (the “Material Permits”) that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not be material to the Group Companies, taken as a whole. Except as is not and would not reasonably be expected to be material to the Group Companies, taken as a whole, (i) each Material Permit is in full force and effect in accordance with its terms and (ii) no written notice of revocation, cancellation or termination of any Material Permit has been received by the Group Companies.
Section 3.7 Material Contracts.
(a) Section 3.7(a) of the Company Disclosure Schedules sets forth a list of the following Contracts to which a Group Company is, as of the date of this Agreement, a party or otherwise bound (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with each of the Contracts entered into after the date hereof that would be required to be set forth on Section 3.7(a) of the Company Disclosure Schedule if entered into prior to the execution and delivery of this Agreement, collectively, the “Material Contracts”):
(i) any Contract relating to Indebtedness of any Group Company or to the placing of a Lien (other than any Permitted Lien) on any material assets or properties of any Group Company, in excess of $2,500,000, other than such obligations by and among any of the Group Companies;
(ii) any Contract under which any Group Company is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $1,500,000;
(iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such Group Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000;
(iv) any material joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research and development or other similar Contract;
(v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of any Group Company to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of TopCo or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect TopCo, or any of its Affiliates after the Closing;
(vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $1,500,000 annually or (B) $3,000,000 over the life of the agreement;
(vii) any Contract requiring any Group Company to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a Group Company, in each case in excess of $1,000,000;
(viii) any Contract under which any Group Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other investment in, any Person;
(ix) any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedules;
(x) any Contract with any Person (A) pursuant to which any Group Company (or TopCo or any of its Affiliates after the Closing) may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which any Group Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product or any Intellectual Property;
(xi) any agreement for the employment or engagement of any individual service provider of any Group Company that (A) provides for annual base compensation in excess of $250,000, (B) provides for the payment or accelerated vesting of any form of compensation or benefits upon the consummation of the transactions contemplated hereby, or (C) cannot be terminated by any Group Company without severance or similar separation payments or material penalty on notice of thirty (30) days or less;
(xii) any Contract for the disposition of any material portion of the assets or business of any Group Company or for the acquisition by any Group Company of the material assets or business of any other Person (other than acquisitions or dispositions of raw materials and inventory made in the ordinary course of business), or under which any Group Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation;
(xiii) any collective bargaining agreement or other Contract with any labor union, labor organization, works council or other employee representative (each a “CBA”);
(xiv) any settlement, coexistence, covenant not to sue, consent to use, conciliation or similar Contract (A) the performance of which would be reasonably likely to involve any payments after the date hereof, (B) with a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company (or TopCo or any of its Affiliates after the Closing);
(xv) any other Contract the performance of which requires either (A) annual payments to or from any Group Company in excess of $1,000,000 or (B) aggregate payments to or from any Group Company in excess of $1,500,000 over the life of the agreement and, in each case, that is not terminable by the applicable Group Company without penalty upon less than thirty (30) days’ prior written notice;
(xvi) any Contract with any Material Supplier or Material Partner; and
(xvii) any Contract (A) under which Intellectual Property of a third party is licensed to a Group Company (other than non-exclusive licenses of or grants of rights to Intellectual Property ancillary to commercial agreements entered into in the ordinary course of business and Off-the-Shelf Software), (B) under which any Person has developed or has been engaged to develop any Intellectual Property for a Group Company (excluding agreements with employees and contractors entered into in the ordinary course of business on standard forms of agreement under which such employees and contractors assign rights in all developed material Intellectual Property to a Group Company) or under which any Group Company has developed or has been engaged to develop any material Intellectual Property for any Person, and (C) under which a Group Company has licensed Company Owned Intellectual Property to a third party (other than non-exclusive licenses of or grants of rights to Intellectual Property ancillary to commercial agreements entered into in the ordinary course of business).
(b) The Material Contracts are in full force and effect in all material respects in accordance with their respective terms with respect to the applicable Group Company, and, to the knowledge of the Company, the other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. No Group Company has any present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Group Company under any Material Contract, and, to the knowledge of the Company, no facts exist which would render such performance unlikely (including as a result of COVID-19 or COVID-19 Measures). None of the Group Companies or, to the knowledge of the Company, the other parties thereto are in material breach or default under any Material Contract and, to the knowledge of the Company, no event has occurred which would permit termination, modification or acceleration of any material term or condition of any Material Contract by any party thereto except as would not reasonably be expected to be material to the Group Companies taken as a whole. None of the Group Companies has given notice of its intent to terminate, modify, amend any material term or condition of, or otherwise materially alter the terms and conditions of, any Material Contract or has received any such notice from any other party thereto.
Section 3.8 Absence of Changes. During the period beginning on December 31, 2020 and ending on the date of this Agreement, (a) no Company Material Adverse Effect has occurred and (b) except as expressly contemplated by this Agreement, any Ancillary Document or in connection with the transactions contemplated hereby and thereby, (i) the Company has conducted its business in the ordinary course in all material respects and (ii) no Group Company has taken any action that would require the consent of Parent if taken during the period from the date of this Agreement until the Closing pursuant to Section 6.1(b)(i), (iv)(A), (v), or (xiv).
Section 3.9 Litigation. Except as set forth on Section 3.9 of the Company Disclosure Schedules, there is (and since December 31, 2018 there has been) no Proceeding pending or, to the Company’s knowledge, threatened against or involving any Group Company that, if adversely decided or resolved, has been or would reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. Neither the Group Companies nor any of their respective properties or assets is subject to any material Order. As of the date of this Agreement, there are no material Proceedings by a Group Company pending against any other Person.
Section 3.10 Compliance with Applicable Law. Each Group Company (a) conducts (and since December 31, 2018 has conducted) its business in accordance with all Laws and Orders applicable to such Group Company (including all applicable COVID-19 Measures) and is not in violation of any such Law or Order and (b) has not received any written communications from a Governmental Entity that alleges that such Group Company is not in compliance with any such Law or Order, except in each case of clauses (a) and (b), as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
Section 3.11 Employee Plans.
(a) Section 3.11(a)(i) of the Company Disclosure Schedules sets forth a true and complete list of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction) and separately identifies any material Employee Benefit Plan sponsored by an ERISA Affiliate of any Group Company in which the Company or a Group Company is a participating employer. No Employee Benefit Plan is sponsored or contributed to solely by any Group Company. With respect to each material Employee Benefit Plan, the Group Companies have provided Parent with true and complete copies of the material documents pursuant to which the plan is maintained, funded and administered.
(b) No Employee Benefit Plan is, and no Group Company has any Liability (including on account of an ERISA Affiliate) with respect to or under: (i) a Multiemployer Plan; (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or 430 of the Code; (iii) a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. No Employee Benefit Plan provides, and no Group Company has any Liabilities to provide, any retiree, post-employment or post-termination health or life insurance or other welfare-type benefits to any Person other than health continuation coverage pursuant to COBRA or similar Law and for which the recipient pays the full cost of coverage. No Group Company has any material Liabilities by reason of at any time being considered a single employer under Section 414 of the Code with any other Person.
(c) Except as set forth on Section 3.11(c) of the Company Disclosure Schedules, ach Employee Benefit Plan has been established, maintained, funded and administered in all material respects in accordance with its terms and in compliance with the applicable requirements of ERISA, the Code, and other applicable Laws. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service, and nothing has occurred that would reasonably be expected to adversely affect the qualified status thereof. None of the Group Companies has incurred (whether or not assessed), or is reasonably expected to incur or be subject to, any penalty or Tax under Section 4975, 4980H, 4980B, 4980D, 6721 or 6722 of the Code.
(d) There are no pending or, to the Company’s knowledge, threatened, Proceedings or claims with respect to any Employee Benefit Plan (other than routine claims for benefits) and, to the Company’s knowledge, there are no facts or circumstances that would reasonably be expected to give rise to any such Proceedings or claims. With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements, premiums and benefit payments that are due have been timely made or, if not yet due, properly accrued.
(e) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (alone or in combination with any other event) (i) result in any payment or benefit becoming due to or result in the forgiveness of any Indebtedness of any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) increase the amount or value of any compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (iii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies or (iv) limit or restrict the right of any Group Company to merge, amend or terminate any Employee Benefit Plan.
(f) No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual” of any of the Group Companies under any Employee Benefit Plan or otherwise as a result of the consummation of the transactions contemplated by this Agreement could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise tax under Section 4999 of the Code.
(g) Each Employee Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in all respects in operational compliance with, and is in all respects in documentary compliance with, Section 409A of the Code, and no amount under any such Employee Benefit Plan is or has been subject to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code. No amounts paid or payable by any Group Company are subject to any Tax or penalty imposed under Section 457A of the Code.
(h) The Group Companies have no obligation to reimburse, indemnify or make any “gross-up” or similar payment in respect of any taxes that may become payable, including under Section 4999 or 409A of the Code.
(i) Without limiting the foregoing: (i) each Foreign Benefit Plan that is required to be registered or intended to be tax exempt has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained in good standing, to the extent applicable, with each Governmental Entity; (ii) no Foreign Benefit Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund, jubilee, gratuity or similar plan or arrangement or has any material unfunded or underfunded Liabilities; (iii) all contributions required to have been made by or on behalf of the Group Companies with respect to plans or arrangements maintained or sponsored a Governmental Entity (including severance, termination indemnities or other similar benefits maintained for employees outside of the U.S.) have been timely made or fully accrued; and (iv) at all relevant times, all material benefit payments under Foreign Benefit Plans have been adjusted regularly.
Section 3.12 Environmental Matters.
(a) The Group Companies are (and since December 31, 2018 have been) in compliance in all material respects with all Environmental Laws, which compliance includes obtaining, maintaining and complying in all material respects with all Permits required under Environmental Laws.
(b) None of the Group Companies have received any written notice, report or communication from any Governmental Entity or any other Person regarding any actual, alleged, or potential violation in any material respect of, or a failure to comply in any material respect with, or a material Liability under, any Environmental Laws.
(c) There is (and since December 31, 2018 there has been) no Proceeding pending or, to the Company’s knowledge, threatened against or involving any Group Company pursuant to Environmental Laws.
(d) There has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination by, or exposure of any Person to, any Hazardous Substances so as to give rise to any material Liabilities of any Group Company under any Environmental Laws.
(e) The Group Companies have made available to Parent copies of all environmental, health or safety assessments, audits and reports and all other material environmental, health and safety documents that are in any Group Company’s possession or control relating to the current or former operations, properties or facilities of the Group Companies.
Section 3.13 Intellectual Property.
(a) Section 3.13(a) of the Company Disclosure Schedules sets forth a true and complete list of (i) all currently issued or pending Company Registered Intellectual Property, and (ii) Company Licensed Intellectual Property and (iii) material unregistered Marks and Copyrights owned by any Group Company, in each case, as of the date hereof. Section 3.13(a) of the Company Disclosure Schedules lists, for each item of Company Registered Intellectual Property as of the date hereof, (A) the record owner of such item, (B) the jurisdictions in which such item has been issued or registered or filed, (C) the issuance, registration or application date, as applicable, for such item and (D) the issuance, registration or application number, as applicable, for such item.
(b) As of the date of this Agreement, all necessary fees and filings with respect to any Company Registered Intellectual Property have been timely submitted to the relevant intellectual property office or Governmental Entity and Internet domain name registrars to maintain such Company Registered Intellectual Property in full force and effect. As of the date of this Agreement, no issuance or registration obtained and no application filed by the Group Companies for any Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed, except where such Group Company has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application. As of the date of this Agreement, there are no material Proceedings, including litigations, interference, re-examination, reissue, opposition, nullity or cancellation proceedings pending, that relate to any of the Company Registered Intellectual Property and, to the Company’s knowledge, no such material Proceedings are threatened by any Governmental Entity or any other Person.
(c) The Group Company exclusively owns all right, title and interest in and to all material Company Owned Intellectual Property, free and clear of all Liens or obligations to others (other than Permitted Liens). For all Company Patents, each inventor on the Patent has assigned their rights to a Group Company. No Group Company has (i) transferred ownership of, or granted any exclusive license with respect to, any material Company Owned Intellectual Property to any other Person or (ii) granted any customer, development partner or commercialization partner the right to use any material Company Product or service on anything other than a non-exclusive basis. Each Group Company exclusively owns all right, title and interest in and to, or has a valid and enforceable right to use, all of the Intellectual Property Rights used in or held for use in the operation of its business as currently conducted in all material respects free and clear of all Liens other than Permitted Liens. The Company Owned Intellectual Property is, valid, subsisting and enforceable, and, to the Company’s knowledge, all of the Group Companies’ rights in and to the Company Registered Intellectual Property, all other Company Owned Intellectual Property and the Company Licensed Intellectual Property, are valid and enforceable (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).
(d) Each Group Company’s current and former employees, consultants, advisors and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any Company Owned Intellectual Property (each such person, a “Creator”) have signed a written agreement providing for the assignment of all Intellectual Property created by such Creator within the scope of such Creator’s duties to the Group Companies and prohibiting such Creator from using or disclosing the trade secrets and confidential information of all Group Companies. To the Company’s knowledge, no Creator is in violation of such agreement.
(e) Each Group Company has taken all reasonable steps to safeguard and maintain the secrecy of any trade secrets, know-how and other confidential information owned by each Group Company. Without limiting the foregoing, each Group Company has not disclosed any trade secrets, know-how or confidential information to any other Person unless such disclosure was under an appropriate written non-disclosure agreement containing appropriate limitations on use, reproduction and disclosure. To the Company’s knowledge, there has been no violation or unauthorized access to or disclosure of any trade secrets, know-how or confidential information of or in the possession each Group Company, or of any written obligations with respect to such.
(f) None of the Company Owned Intellectual Property and, to the Company’s knowledge, none of the Company Licensed Intellectual Property is subject to any outstanding Order that restricts in any manner the use, sale, transfer, licensing or exploitation thereof by the Group Companies or affects the validity, use or enforceability of any such Company Owned Intellectual Property, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
(g) To the Company’s knowledge, neither the conduct of the business of the Group Companies nor any of the Company Products offered, marketed, licensed, provided, sold, distributed or otherwise exploited by the Group Companies nor the design, development, manufacturing, reproduction, use, marketing, offer for sale, sale, importation, exportation, distribution, maintenance or other exploitation of any Company Product infringes, constitutes or results from an unauthorized use or misappropriation of or otherwise violates any Intellectual Property Rights of any other Person, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
(h) Since December 31, 2018, there is no material Proceeding pending nor has any Group Company received any written communications (i) alleging that a Group Company has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, (ii) challenging the validity, enforceability, use or exclusive ownership of any Company Owned Intellectual Property or (iii) inviting any Group Company to take a license under any Patent or consider the applicability of any Patents to any products or services of the Group Companies or to the conduct of the business of the Group Companies.
(i) To the Company’s knowledge, no Person is infringing, misappropriating, misusing, diluting or violating any Company Owned Intellectual Property in any material respect. Since December 31, 2018, no Group Company has made any written claim against any Person alleging any infringement, misappropriation or other violation of any Company Owned Intellectual Property in any material respect.
(j) To the Company’s knowledge, each Group Company has obtained, possesses and is in compliance with valid licenses to use all of the Software present on the computers and other Software-enabled electronic devices that it owns or leases or that is otherwise used by such Group Company or its employees in connection with the Group Company business, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as whole.
(k) No Group Company has accessed, used, modified, linked to, created derivative works from any Software in a manner that (i) requires any Company Owned Intellectual Property to be licensed, sold, disclosed, distributed, hosted or otherwise made available, including in source code form or for the purpose of making derivative works, for any reason, (ii) grants, or requires any Group Company to grant, the right to decompile, disassemble, reverse engineer or otherwise derive the source code or underlying structure of any Company Owned Intellectual Property, (iii) limits in any manner the ability to charge license fees or otherwise seek compensation in connection with marketing, licensing or distribution of any Company Owned Intellectual Property, or (iv) otherwise imposes any limitation, restriction or condition on the right or ability of any Group Company to use, hold for use, license, host, distribute or otherwise dispose of any Company Owned Intellectual Property, other than compliance with notice and attribution requirements, in each case, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
Section 3.14 Labor Matters.
(a) Since December 31, 2018, (i) none of the Group Companies (A) has or has had any material Liability for any arrears of wages, salaries, or other compensation for services, or any penalty or other sums for failure to comply with any of the foregoing, and (B) has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each Group Company, except has not and would not reasonably be expected to result in, individually or in the aggregate, material Liability to the Group Companies.
(b) Since December 31, 2018, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of the transactions contemplated by this Agreement.
(c) No Group Company is a party to or bound by any CBA nor any other Contract with a labor union, labor organization, works council, employee delegate, representative or other employee collective group nor to the knowledge of the Company is there any duty on the part of any Group Company to bargain with any labor union, labor organization, works council, employee delegate, representative or other employee collective group. No employees of the Group Companies are represented by any labor union, works council, or other labor organization with respect to their employment with the Group Companies. Since December 31, 2018, there have been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. To the Company’s knowledge, since December 31, 2018, there have been no labor organizing activities with respect to any employees of any Group Company. With respect to the transactions contemplated by this Agreement, the Group Companies have satisfied in all material respects any notice, consultation or bargaining obligations owed to their employees or their employees’ representatives under applicable Law, CBA or other Contract.
(d) To the Company’s knowledge, no current employee of the Group Companies with annualized compensation at or above $250,000 intends to terminate his or her employment prior to the one (1) year anniversary of the Closing.
(e) The Group Companies are, and since December 31, 2018 have been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, and wages and hours.
(f) No director, officer, or other senior level employee of the Group Companies has (i) engaged in sexual harassment, gender discrimination, unwanted touching, or sexual activities or a physical or romantic relationship with any employee of the Group Companies, (ii) engaged in any violence, threats of violence, discrimination, retaliation or policy violation with any employee of the Group
Companies or (iii) entered into or been subject to any settlement agreement or out of court resolution relating to such matters. The Group Companies have promptly, thoroughly and impartially investigated all incidents and allegations of harassment (sexual or otherwise), violence, threats of violence, discrimination, retaliation or policy violation of which any of them is aware and have not entered into or been subject to any settlement agreement or out of court resolution relating to such matters. With respect to each such allegation with potential merit, the Group Companies have taken prompt corrective action that is reasonably calculated to prevent further improper action. The Group Companies do not reasonably expect any material Liabilities with respect to any such allegations and are not aware of any allegations relating to officers, directors, employees, contractors, or agents of the Group Companies, that, if known to the public, would bring the Group Companies into material disrepute.
(g) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change, reduction in hours, reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred since March 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related Liability with respect to COVID-19.
Section 3.15 Insurance. Section 3.15 of the Company Disclosure Schedules sets forth a list of all material policies of fire, liability, workers’ compensation, property, casualty and other forms of insurance owned or held by any Group Company as of the date hereof. All such policies are in full force and effect, all premiums due and payable thereon as of the date hereof have been paid in full as of the date hereof, and true and complete copies of all such policies have been made available to Parent. As of the date hereof, no claim by any Group Company is pending under any such policies as to which coverage has been denied or disputed, or rights reserved to do so, by the underwriters thereof, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
Section 3.16 Tax Matters.
(a) Each Group Company has prepared and filed all income and other material Tax Returns required to have been filed by it, all such Tax Returns are true, correct and complete in all material respects and prepared in compliance in all material respects with all applicable Laws and Orders, and each Group Company has timely paid all income and other material amounts of Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.
(b) Each Group Company has timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, individual independent contractor, other service providers, equity interest holder or other third party.
(c) No Group Company is currently the subject of a Tax audit or examination, or has been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed, in each case with respect to material Taxes.
(d) All material deficiencies asserted as a result of any examination of any Tax Returns of the Group Companies have been paid in full or finally settled.
(e) No Group Company has consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.
(f) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to a Group Company which agreement or ruling would be effective after the Closing Date.
(g) No Group Company is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).
(h) There are no Liens for material Taxes on any assets of the Group Companies other than Permitted Liens.
(i) During the two (2)-year period ending on the date of this Agreement, no Group Company was a distributing corporation or a controlled corporation in a transaction purported or intended to be governed by Section 355 of the Code.
(j) No Group Company (i) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was a Group Company or any of its current Affiliates) or (ii) has any Liability for the Taxes of any Person (other than a Group Company or any of its current Affiliates) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract (other than a Contract entered into in the ordinary course of business that is not primarily related to Taxes), or otherwise by operation of Law.
(k) No claims have ever been made by any Tax Authority in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction, which claims have not been fully resolved or withdrawn.
(l) No Group Company is a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included in a Contract entered into in the ordinary course of business that is not primarily related to Taxes) and no Group Company is a party to any joint venture, partnership or other arrangement that is treated as a partnership for U.S. federal income Tax purposes.
(m) No Group Company will be required to include any material item of income in, or exclude any material deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date. No Group Company will be required to make any payment after the Closing Date as a result of an election under Section 965 of the Code.
(n) Each Group Company is tax resident only in its jurisdiction of formation.
(o) The Company is not and has not been a “passive foreign investment company” within the meaning of Section 1297 of the Code.
(p) No Group Company has taken or agreed to take any action not contemplated by this Agreement or any Ancillary Documents that could reasonably be expected to prevent the Election, the First Merger, the Conversion or the Second Merger from qualifying for the Intended U.S. Tax Treatment.
Section 3.17 Brokers. Except as set forth on Section 3.17 of the Company Disclosure Schedules none of Parent, TopCo or any Group Company shall be obligated to pay or bear any brokerage, finder’s or other fee or commission to any broker, finder, investment banker or other Person in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Group Companies or, to the knowledge of the Company, any of their respective Affiliates.
Section 3.18 Real and Personal Property.
(a) Owned Real Property. No Group Company owns any real property.
(b) Leased Real Property. Section 3.18(b) of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property leased by any of the Group Companies (the “Leased Real Property”) and all Real Property Leases pursuant to which any Group Company is a tenant or landlord as of the date of this Agreement. True and complete copies of all such Real Property Leases (including amendments, if applicable) have been made available to Parent. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Group Companies. There is no material breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by, any party to such Real Property Leases.
(c) Personal Property. Each Group Company has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material assets and properties of the Group Companies, except for assets disposed of in the ordinary course of business, free and clear of any and all Liens (other than Permitted Liens). The Group Companies own, have a valid leasehold interest in, or have a valid license to use, all of the properties, assets and rights, whether tangible or intangible, that are currently used in or are necessary for the conduct of their business as presently conducted in all material reports. Each material tangible asset is free from material defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to reasonable wear and tear), is suitable for the purposes for which it is presently used and all such material tangible and intangible assets are sufficient for the conduct of the business of the Group Companies as currently conducted and proposed to be conducted in all material reports.
Section 3.19 Transactions with Affiliates. Section 3.19 of the Company Disclosure Schedules sets forth all Contracts between (a) any Group Company, on the one hand, and (b) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of any Group Company (other than, for the avoidance of doubt, any other Group Company) or any family member of the foregoing Persons, on the other hand (the Persons identified in this clause (b), “Related Parties”), other than (i) (A)
Contracts with respect to a Related Party’s employment with (including benefit plans and other ordinary course compensation from) any of the Group Companies or (B) Contracts with respect to Equity Securities of any Group Company, in the case of each of the foregoing clauses (A) and (B), each of which has been provided to Parent prior to the date hereof, (ii) any Ancillary Document and (iii) Contracts entered into after the date hereof that are either permitted pursuant to Section 6.1(b) or entered into in accordance with Section 6.1(b). No Related Party (A) owns any interest in any material asset used in the business of the Group Companies, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a supplier, lender, partner, lessor, lessee or other material business relation of any Group Company or (C) owes any material amount to, or is owed any material amount by, any Group Company (other than ordinary course accrued compensation, employee benefits, employee or director expense reimbursement or other transactions entered into after the date hereof that are either permitted pursuant to Section 6.1(b) or entered into in accordance with Section 6.1(b)). All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 3.19 are referred to herein as “Related Party Transactions”.
Section 3.20 Data Privacy and Security.
(a) Each Group Company has implemented adequate written policies relating to the Processing of Personal Data (“Privacy and Data Security Policies”) compliant with all Laws related to the Processing of Personal Data. Each Group Company is, and has been since December 31, 2018, in compliance with (i) all applicable Laws related to the Processing of Personal Data, (ii) Privacy and Data Security Policies, and (iii) contractual obligations of the Group Companies related to the Processing of Personal Data, in each case of (i)-(iii), in all material respects.
(b) There are no pending, nor have there been any material Proceedings against any Group Company initiated by (i) any Person; (ii) the United States Federal Trade Commission, any state attorney general or similar state official; (iii) any other Governmental Entity, foreign or domestic; or (iv) any regulatory or self-regulatory entity alleging that any Processing of Personal Data by or on behalf of a Group Company (A) is in violation of any applicable Privacy Laws or (B) is in violation of any Privacy and Data Security Policies.
(c) (i) Since December 31, 2018, there has been no unauthorized access, use or disclosure of Personal Data in the possession or control of any Group Company and any of its contractors with regard to any Personal Data obtained from or on behalf of a Group Company and (ii) there have been no unauthorized intrusions, loss of data, or breaches of security into any Group Company IT Systems, except, in the case of clauses (i) and (ii), as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
(d) Each Group Company owns or has license to use the Company IT Systems as necessary to operate the business of each Group Company as currently conducted.
Section 3.21 Compliance with International Trade & Anti-Corruption Laws.
(a) Neither the Group Companies nor, to the Company’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since December 31, 2018, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - (iii) or any country or territory which is or has, since December 31, 2018, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela and Syria).
(b) Neither the Group Companies nor, to the Company’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.
Section 3.22 Information Supplied. None of the information supplied or to be supplied by the Group Companies expressly for inclusion prior to the Closing in the Registration Statement / Proxy Statement will, when the Registration Statement / Proxy Statement is declared effective or when the Registration Statement / Proxy Statement is mailed to the Pre-Closing Parent Holders or at the time of the Parent Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Section 3.23 Regulatory Compliance.
(a) Section 3.23(a) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a complete and correct list of all material Regulatory Permits held by the Group Companies, which are the only Regulatory Permits that are necessary for the Group Companies to conduct the business of the Group Companies. The Group Companies and the Company Products are in compliance in all material respects with all Regulatory Permits, and no event, circumstance or state of facts has occurred which (with or without due notice or lapse of time or both) would reasonably be expected to result in the failure of a Group Company or a Company Product to be in compliance in all material respects with the terms of any such Regulatory Permit. To the knowledge of the Company, (i) no Governmental Entity is considering limiting, suspending, varying or revoking any Regulatory Permit and (ii) each third party that is a manufacturer, contractor or agent for the Group Companies is in compliance in all material respects with all Regulatory Permits required by all Public Health Laws insofar as they reasonably pertain to the Group Companies or Company Products.
(b) No Group Company has received any communications, written or oral, from FDA or any other Governmental Entity indicating that FDA or such other Governmental Entity has questions or concerns with respect to (i) the approvability of any pending biologics license applications or planned supplemental biologics license applications or marketing authorization applications in any jurisdiction; or (ii) the discharge of any post-marketing commitments to which any Group Company or any of its marketing partners has agreed or intends to agree in conjunction with any pending biologics license applications or marketing authorization applications in any jurisdiction.
(c) There is no act, omission, event or circumstance of which the Company has knowledge that would reasonably be expected to give rise to or lead to any material Proceeding against any Group Company or Company Product related to compliance with Public Health Laws. To the Company’s knowledge, the Group Companies do not have any Liability for failure to comply with any Public Health Laws.
(d) All Company Products are developed, investigated, manufactured, prepared, packaged, tested, labeled and distributed in compliance in all material respects with the Public Health Laws or any comparable Law.
(e) To the knowledge of the Company, the clinical trials conducted by or on behalf of the Group Companies are being and have been conducted in all material respects in accordance with all applicable clinical trial protocols, informed consents and applicable requirements and Laws of administered by FDA and any comparable Governmental Entity.
(f) To the knowledge of the Company, as of the date of this Agreement, no Group Company, nor any clinical trial site conducting a clinical trial sponsored by any Group Company, is undergoing any inspection related to any Company Product or any clinical trial sponsored by any Group Company, or any other Governmental Entity investigation, other than identified pre-license inspections by FDA with respect to the pending biologics license application.
(g) Since December 31, 2018, the Group Companies have not distributed any Company Products that were upon their shipment by any Group Company adulterated or misbranded in violation of 21 U.S.C. § 331 or any other Governmental Entity’s jurisdiction. No Company Products have been seized, withdrawn, recalled, detained or subject to a suspension (other than in the ordinary course of business) of research, manufacturing or distribution, and there are no facts or circumstances reasonably likely to cause (i) the seizure, denial, withdrawal, recall, detention, public health notification, safety alert or suspension of manufacturing or other activity relating to any Company Product or (ii) a termination, seizure or suspension of researching, clinical investigation, manufacturing or distributing of any Company Product, in either case, except as would not have a Company Material Adverse Effect. As of the date of this Agreement, no proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, revocation, suspension, import detention or seizure of any Company Product are pending or threatened against the Group Companies.
(h) Neither the Group Companies nor any of its directors, managers, officers, employees, individual independent contractors or other service providers, including clinical trial investigators, coordinators, monitors, Company Products or services, (i) have been excluded, disqualified, or debarred from any federal healthcare program (including Medicare or Medicaid) or any other federal program or any other healthcare program or reimbursement regulation or agreement or equivalent foreign program and (ii) have received notice from the FDA, any other Governmental Entity or any health insurance institution with respect to debarment, disqualification or restriction. None of the Group Companies nor any of their officers, directors, employees, agents or contractors have been convicted of any crime or engaged in any conduct for which (A) debarment is mandated or permitted by 21 U.S.C. § 335a or (B) such Person could be excluded from participating in the federal healthcare programs under Section 1128 of the Social Security Act or any similar law. No officer and, to the knowledge of the Company, no other employee or agent of any Group Company has (x) made any untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Entity; (y) failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Entity; or (z) committed an act, made a statement or failed to make a statement that would reasonably be expected to provide the basis for the FDA or any other Governmental Entity to refuse to grant a Regulatory Permit for any Company Product.
(i) No event has occurred or condition or state of facts exists which would form a reasonable basis for product liability related, in whole or in part, to any of the Company Products or any of the Group Company’s services, nor is there any complaint, claim, litigation or other suit pending against any Group Company related to product liability for the Company Products or the Group Company’s services.
(j) The Group Companies have made available complete and accurate copies of representative documentation and information that provides information regarding the plans, status, and results of development, analysis, and other activities intended to support a biologics license application for the U.S. and any comparable applications for marketing authorization in other jurisdictions, summaries of regulatory interactions and communications, and the reasonably anticipated timeline for further development, submission, and regulatory review activities.
Section 3.24 Material Suppliers and Partners.
(a) Section 3.24(a) of the Company Disclosure Schedules sets forth a list of the Group Companies’ top 10 suppliers (each, a “Material Supplier”) as measured by the dollar amount of purchases therefrom, for (i) the twelve (12) months ended June 30, 2020 and (ii) the twelve (12) months ended June 30, 2021, showing the total purchases by the Group Companies from each such Material Supplier, during each such period. No Material Supplier has (a) terminated its relationship with any of the Group Companies, (b) materially reduced its business with any of the Group Companies or otherwise materially and adversely modified its relationship or terms with any of the Group Companies, (c) notified any of the Group Companies of its intention to take any such action and, to the knowledge of the Company, no such Material Supplier is contemplating such an action, (d) notified any of the Group Companies of any violations of such Materials Supplier’s user, usage or advertising policies (as applicable), or (e) to the knowledge of the Company prior to the execution and delivery of this Agreement, become insolvent or subject to bankruptcy proceedings.
(b) Section 3.24(b) of the Company Disclosure Schedules sets forth a list of the Group Companies’ top 10 customers, development partners or commercialization partners (each, a “Material Partner”) as measured by the dollar amount of payments therefrom to the Group Companies, for the for (i) the twelve (12) months ended June 30, 2020 and (ii) the twelve (12) months ended June 30, 2021, showing the total payments to the Group Companies from each such Material Partner, during each such period. No Material Partner has (a) terminated its relationship with any of the Group Companies, (b) materially reduced its business with any of the Group Companies or otherwise materially and adversely modified its relationship or terms with any of the Group Companies, (c) notified any of the Group Companies of its intention to take any such action and, to the knowledge of the Company, no such Material Partner is contemplating such an action, (d) notified any of the Group Companies of any violations of such Materials Partner’s user, usage or advertising policies (as applicable), or (e) to the knowledge of the Company prior to the execution and delivery of this Agreement, become insolvent or subject to bankruptcy proceedings.
Section 3.25 Investigation; No Other Representations.
(a) The Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of Parent and (ii) it has been furnished with or given access to such documents and information about Parent and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 4, Article 5 and in the Ancillary Documents to which it is a party and no other representations or warranties of TopCo, Parent or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 4, Article 5 and in the Ancillary Documents to which it is a party, neither TopCo, Parent nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Section 3.26 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3, ARTICLE 4 OR THE ANCILLARY DOCUMENTS, NEITHER THE COMPANY NOR OR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE GROUP COMPANIES THAT HAVE BEEN MADE AVAILABLE TO PARENT OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE GROUP COMPANIES BY THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY PARENT IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3, ARTICLE 4 OR THE ANCILLARY DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY ANY GROUP COMPANY ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY PARENT IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
REPRESENTATIONS AND WARRANTIES RELATING TO TOPCO
Subject to Section 9.8, except as set forth in the Company Disclosure Schedules, each of the Company and TopCo hereby represents and warrants to Parent, in each case, as of the date hereof and as of the Closing, as follows:
Section 4.1 Corporate Organization. TopCo is a limited liability company duly incorporated and validly existing under the Laws of Luxembourg.
Section 4.2 Authority. TopCo has the requisite limited liability company power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Ancillary Documents to which TopCo is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate action on the part of TopCo (except for the First Merger, the Redemption, the Conversion and the Second Merger, which nonetheless require shareholder consent). This Agreement has been and each Ancillary Document to which TopCo is or will be a party, will be, upon execution thereof, duly and validly executed and delivered by TopCo, and constitutes or will constitute, upon execution thereof, as applicable, assuming due power and authority of, and due execution and delivery by, the Company and Parent, a valid, legal and binding agreement of TopCo (assuming this Agreement has been and the Ancillary Documents to which TopCo is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against TopCo in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).
Section 4.3 Capitalization of TopCo.
(a) On the Closing Date, (i) immediately prior to the First Merger Effective Time, the authorized share capital of TopCo (excluding the issued share capital) shall consist of 6,000,000,000 TopCo Ordinary Shares and the issued share capital of TopCo shall consist of the Initial Shares, (ii) immediately following the Closing, all of the issued and outstanding TopCo Ordinary Shares (A) shall be duly authorized, validly issued, fully paid and nonassessable, (B) shall have been issued in compliance with applicable Law and (C) shall not have been issued in breach or violation of any preemptive rights or Contract.
(b) Except as set forth in the first sentence of this Section 4.3(a), immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be no other shares of TopCo Ordinary Shares or other equity interests of TopCo issued or outstanding.
(c) Immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for TopCo Ordinary Shares or the Equity Securities of any of the Group Company, or any other Contracts to which TopCo or any of its Subsidiaries is a party or by which TopCo or any of its Subsidiaries is bound obligating TopCo or any of its Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, TopCo or any of its Subsidiaries, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in TopCo or any of its Subsidiaries and (iii) no voting trusts, proxies or other Contracts with respect to the voting or transfer of TopCo Ordinary Shares.
(a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo with respect to TopCo’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, and the applicable requirements of the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iii) such filings with and approvals of Nasdaq and Nasdaq First North to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq and Nasdaq First North, (iv) filing of the First Merger Documents and the Second Merger Documents under the applicable law of the Cayman Islands or of Luxembourg, as applicable, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect.
(b) Neither the execution, delivery or performance by TopCo of this Agreement nor the Ancillary Documents to which it is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in any breach of any provision of the TopCo Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment,
modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, any Contract to which TopCo is a party, (iii) violate, or constitute breach under, any Order or applicable Law to which TopCo or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens), except, in the case of any of clauses (ii) through (iv) above, as would not have a Company Material Adverse Effect.
Section 4.5 Business Activities. TopCo was organized solely for the purpose of entering into this Agreement, the Ancillary Documents and consummating the transactions contemplated hereby and thereby and has not engaged in any activities or business, other than those incident or related to or incurred in connection with its incorporation, or the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby.
Section 4.6 Investment Company Act. TopCo is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case, within the meaning of the Investment Company Act.
Section 4.7 Tax Matters. TopCo has not taken or agreed to take any action not contemplated by this Agreement or any Ancillary Documents that could reasonably be expected to prevent the Election, the First Merger, the Conversion or the Second Merger from qualifying for the Intended U.S. Tax Treatment.
Section 4.8 Investigation; No Other Representations.
(a) TopCo, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of Parent and (ii) it has been furnished with or given access to such documents and information about Parent and its businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is a party, TopCo has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 3, Article 5 and in the Ancillary Documents to which it is a party and no other representations or warranties of the Company, Parent or any other Person, either express or implied, and TopCo, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 3, Article 5 and in the Ancillary Documents to which it is a party, neither the Company, Parent nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Section 4.9 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE 3, THIS ARTICLE 4 OR THE ANCILLARY DOCUMENTS, NEITHER TOPCO NOR ANY OTHER PERSON MAKES, AND TOPCO EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF TOPCO THAT HAVE BEEN MADE AVAILABLE TO PARENT OR IN ANY
PRESENTATION OF THE BUSINESS AND AFFAIRS OF TOPCO BY THE MANAGEMENT OF TOPCO OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY PARENT IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 3, THIS ARTICLE 4 OR THE ANCILLARY DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY TOPCO ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF TOPCO, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY PARENT IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
REPRESENTATIONS AND WARRANTIES RELATING TO PARENT
(a) Subject to Section 9.8, except as set forth on the Parent Disclosure Schedules, or (b) except as set forth in any Parent SEC Reports, Parent represents and warrants to the Company and TopCo, in each case, as of the date hereof and as of the Closing, as follows (provided that no representation or warranty by Parent shall apply to any statement or information in the Parent SEC Reports that relates to the topics referenced in the Statement (or any subsequent guidance, statements or interpretations issued by the SEC, the Staff or otherwise relating thereto), nor shall any correction, amendment or restatement of Parent’s Financial Statements due wholly or in part to the Statement, nor any other effects that relate to or arise out of, or are in connection with or in response to, the Statement or any changes in accounting or disclosure related thereto, be deemed to be a breach of any representation or warranty by Parent):
Section 5.1 Organization and Qualification. Parent is an exempted company duly incorporated, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of incorporation.
Section 5.2 Authority. Parent has the requisite exempted company power and authority to execute and deliver this Agreement, each of the Ancillary Documents to which Parent is or will be a party and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the applicable Parent Shareholder Approval, the execution and delivery of this Agreement, the Ancillary Documents to which Parent is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary exempted company action on the part of Parent. This Agreement has been and each Ancillary Document to which Parent is or will be a party will be upon execution thereof, duly and validly executed and delivered by Parent and constitutes or will constitute, upon execution thereof, as applicable, assuming due power and authority of, and due execution and delivery by, the Company, a valid, legal and binding agreement of Parent (assuming this Agreement has been and the Ancillary Documents to which Parent is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against Parent in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).
Section 5.3 Consents and Requisite Government Approvals; No Violations.
(a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of Parent with respect to Parent’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (iii) such filings with and approvals of Nasdaq and Nasdaq First North to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq and Nasdaq First North, as applicable, (iv) filing of the First Merger Documents under the Cayman Islands Act, (v) the applicable Parent Shareholder Approval or (vi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Parent Material Adverse Effect.
(b) Neither the execution, delivery or performance by Parent of this Agreement nor the Ancillary Documents to which Parent is or will be a party nor the consummation by Parent of the transactions contemplated hereby and thereby will (i) result in any breach of any provision of Parent’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Parent is a party or by which Parent or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which Parent or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of Parent, except in the case of clauses (ii) through (iv) above, as would not have a Parent Material Adverse Effect.
Section 5.4 Brokers. Except as set forth on Section 5.4 of the Parent Disclosure Schedules, none of Parent, TopCo or any Group Company shall be obligated to pay or bear any brokerage, finder’s or other fee or commission to any broker, finder, investment banker or other Person in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or, to the knowledge of Parent, any of its respective Affiliates.
Section 5.5 Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent expressly for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, when the Registration Statement / Proxy Statement is declared effective or when the Registration Statement / Proxy Statement is mailed to the Pre-Closing Parent Holders or at the time of the Parent Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Section 5.6 Capitalization of Parent.
(a) Section 5.6(a) of the Parent Disclosure Schedules sets forth a true and complete statement of the number and class or series (as applicable) of the issued and outstanding Parent Shares and the Parent Warrants as of the date hereof. All outstanding Equity Securities of Parent (except to the extent such concepts are not applicable under the applicable Law of Parent’s jurisdiction of incorporation or other applicable Law) have been duly authorized and validly issued and are fully paid and non-assessable. Such
Equity Securities (i) were not issued in violation of the Governing Documents of Parent and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of Parent or pursuant to any agreement filed by Parent with the SEC) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Except for this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, there are no outstanding (A) equity appreciation, phantom equity, profit participation rights or, (B) other than the Parent Warrants, options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require Parent, and, except as expressly contemplated by this Agreement or the Ancillary Documents, there is no obligation of Parent, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of Parent.
(b) As of the date hereof, Parent has no Subsidiaries and does not own, directly or indirectly, any Equity Securities in any Person.
Section 5.7 SEC Filings. Parent has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Parent SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Parent SEC Reports”). Each of the Parent SEC Reports, as of their respective dates of filing, or, if amended, as of the date of any such amendment or filing that superseded the initial filing, complied and each of the Additional Parent SEC Reports, as of their respective dates of filing, or, if amended, as of the date of any such amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder) applicable to the Parent SEC Reports or the Additional Parent SEC Reports. As of their respective dates of filing, or as of the date of any amendment if applicable, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Reports.
Section 5.8 Trust Account. As of the date hereof, Parent has an amount in cash in the Trust Account equal to at least $250,000,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Account Agreement, dated September 21, 2020, between Parent and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect or that would entitle any Person to any portion of the proceeds in the Trust Account, the Parent SEC Reports to be inaccurate in any material respect or, to Parent’s knowledge, that would entitle any Person to any portion of the funds in
the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) Pre-Closing Parent Holders who shall have elected to redeem their Parent Class A Shares pursuant to the Governing Documents of Parent or (iii) if Parent fails to complete a Business Combination (as defined in the Trust Agreement) within the allotted time period and liquidates the Trust Account, subject to the terms of the Trust Agreement, Parent (in limited amounts to permit Parent to pay the expenses of the Trust Account’s liquidation and dissolution) and then the Pre-Closing Parent Holders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of Parent and the Trust Agreement. Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Parent, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There, as of the date hereof, are no claims or, to Parent’s knowledge, proceedings pending with respect to the Trust Account. Since September 21, 2020, Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from Trust Account to (i) Pre-Closing Parent Holders who shall have elected to redeem their Parent Class A Shares pursuant to the Governing Documents of Parent, (ii) underwriters of Parent’s initial public offering for their deferred underwriting commissions and (iii) TopCo, each in accordance with the terms of and as set forth in the Trust Agreement, Parent shall have no further obligation (A) to Pre-Closing Parent Holders who shall have elected to redeem their Parent Class A Shares pursuant to the Governing Documents of Parent and (B) under either the Trust Agreement or the Governing Documents of Parent to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.
Section 5.9 Transactions with Affiliates. Section 5.9 of the Parent Disclosure Schedules sets forth all Contracts between (a) Parent, on the one hand, and (b) any officer, director, employee, partner, member, manager, direct or indirect equityholder (including Sponsor) or Affiliate of either Parent or Sponsor, on the other hand (the Persons identified in this clause (b), “Parent Related Parties”), other than (i) Contracts with respect to a Parent Related Party’s employment with, or the provision of services to, Parent (including benefit plans, indemnification arrangements and other ordinary course compensation from) and (ii) Contracts entered into after the date hereof that are either permitted pursuant to Section 6.9 or entered into in accordance with Section 6.9. No Parent Related Party (A) owns any interest in any material asset used in the business of Parent, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a material client, supplier, customer, development partner, commercialization partner, lessor, lessee or competitor of Parent or (C) owes any material amount to, or is owed material any amount by, Parent. All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 5.9 are referred to herein as “Parent Related Party Transactions”.
Section 5.10 Litigation. There is (and since its incorporation there has been) no Proceeding pending or, to Parent’s knowledge, threatened against or involving Parent that, if adversely decided or resolved, would be material to Parent. Neither Parent nor any of its properties or assets is subject to any material Order. As of the date of this Agreement, there are no material Proceedings by Parent pending against any other Person.
Section 5.11 Compliance with Applicable Law. Parent is (and since its incorporation has been) in compliance with all applicable Laws, except as would not have a Parent Material Adverse Effect.
Section 5.12 Internal Controls; Listing; Financial Statements.
(a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its incorporation, (i) Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s Financial Statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within Parent, in each case except as set forth in the Parent SEC Reports.
(b) Parent has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.
(c) Since its incorporation, Parent has complied in all material respects with all applicable listing and corporate governance rules and regulations of NYSE. The classes of securities representing issued and outstanding Parent Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of Parent, threatened against Parent by NYSE or the SEC with respect to any intention by such entity to deregister Parent Class A Shares or prohibit or terminate the listing of Parent Class A Shares on NYSE. Parent has not taken any action that is designed to terminate the registration of Parent Class A Shares under the Exchange Act.
(d) The Parent SEC Reports contain true and complete copies of the applicable Parent Financial Statements. The financial statements of Parent included in the Parent SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. The Company acknowledges that (i) the staff of the SEC (the “Staff”) issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”), (ii) Parent continues to review the Statement and its implications, including on the financial statements and other information included in the Parent SEC Reports and (iii) any restatement, revision or other modification of the Parent SEC Reports in connection with such review of the Statement or any other required changes in the Parent SEC Reports, including as a result of any order, directive, guideline, comment or recommendation from the SEC that is applicable to Parent shall be deemed not material for purposes of this Agreement, including with respect to Section 5.7 and this Section 5.12.
(e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s assets, in each case other than as set forth in the Parent SEC Reports. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects.
(f) Except as set forth in Section 5.12(f) of the Parent Disclosure Schedules, since its incorporation, Parent has not received any written notification of any (i) “significant deficiency” in the internal controls over financial reporting of Parent, (ii) “material weakness” in the internal controls over financial reporting of Parent or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent, in each case other than as set forth in the Parent SEC Reports.
Section 5.13 No Undisclosed Liabilities. Except for the Liabilities (a) set forth in Section 5.13 of the Parent Disclosure Schedules, (b) incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (c) set forth or disclosed in the Parent Financial Statements included in the Parent SEC Reports, (d) that have arisen since the date of the most recent balance sheet included in the Parent SEC Reports in the ordinary course of business, (e) either permitted to be incurred pursuant to Section 6.9 or incurred in accordance with Section 6.9 or (f) that are not, and would not reasonably be expected to be, individually or in the aggregate, material to Parent, Parent has no Liabilities.
(a) Parent has prepared and filed all income and other material Tax Returns required to have been filed by it, all such Tax Returns are true, correct and complete in all material respects and prepared in compliance in all material respects with all applicable Laws and Orders, and Parent has timely paid all income and other material amounts of Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.
(b) Parent has timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, individual independent contractor, other service providers, equity interest holder or other third-party.
(c) Parent is not currently the subject of a Tax audit or examination, or has been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed, in each case with respect to material Taxes.
(d) All material deficiencies asserted as a result of any examination of any Tax Returns of Parent have been paid in full or finally settled.
(e) Parent has not consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.
(g) Parent is not and has not been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).
(h) There are no Liens for material Taxes on any assets of Parent other than Permitted Liens.
(i) During the two (2)-year period ending on the date of this Agreement, Parent was not a distributing corporation or a controlled corporation in a transaction purported or intended to be governed by Section 355 of the Code.
(j) Parent (i) has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return and (ii) has not had any Liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract (other than a Contract entered into in the ordinary course of business that is not primarily related to Taxes), or otherwise by operation of Law.
(k) No claims have ever been made by any Tax Authority in a jurisdiction where Parent does not file Tax Returns that Parent is or may be subject to taxation by that jurisdiction, which claims have not been fully resolved or withdrawn.
(l) Parent is not a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included in a Contract entered into in the ordinary course of business that is not primarily related to Taxes) and Parent is not a party to any joint venture, partnership or other arrangement that is treated as a partnership for U.S. federal income Tax purposes.
(m) Parent will not be required to include any material item of income in, or exclude any material deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date. Parent will not be required to make any payment after the Closing Date as a result of an election under Section 965 of the Code.
(n) Parent is tax resident only in its jurisdiction of formation.
(o) Parent has neither taken nor agreed to take any action not contemplated by this Agreement or any Ancillary Documents that could reasonably be expected to prevent the Election, the First Merger, the Conversion or the Second Merger from qualifying for the Intended U.S. Tax Treatment.
(a) Parent, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.
(b) In entering into this Agreement and the Ancillary Documents to which it is a party, Parent has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 3, Article 4 or in the Ancillary Documents and no other representations or warranties of the Company, TopCo or any other Person, either express or implied, and Parent, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 3, Article 4 or in the Ancillary Documents, neither the Company, TopCo nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.
Section 5.16 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR TOPCO OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 5 AND THE ANCILLARY DOCUMENTS, NEITHER PARENT NOR ANY OTHER PERSON MAKES, AND PARENT EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF PARENT THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY OR TOPCO OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF PARENT BY THE MANAGEMENT OF PARENT OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY OR TOPCO IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE ARTICLE 5 OR THE ANCILLARY DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY PARENT ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF PARENT, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY OR TOPCO IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 6.1 Conduct of Business of the Company.
(a) From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Company shall cause its Subsidiaries to, except as expressly contemplated by this Agreement, any Ancillary Document, as required by applicable Law, as set forth on Section 6.1(a) of the Company Disclosure Schedules, or as consented to in writing by Parent (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed), (i) operate the business of the Group Companies in the ordinary course in all material respects and (ii) use commercially reasonable efforts to maintain and preserve intact the business organization, assets and properties of the Group Companies, taken as a whole.
(b) Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Company shall cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 6.1(b) of the Company Disclosure Schedules, as reasonably necessary to consummate any Pre-Closing Financing or as consented to in writing by Parent (such consent, other than in the case of Section 6.1(b)(i), (iv)(A), (ii)(A), (iii), (xvi), (xiv), or (xix), not to be unreasonably withheld, conditioned or delayed), not do any of the following:
(i) declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of any Group Company or repurchase any outstanding Equity Securities of any Group Company, other than (A) dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned by the Company, or (B) as otherwise expressly contemplated by this Agreement;
(ii) (A) merge, consolidate, combine or amalgamate any Group Company with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof;
(iii) adopt any amendments, supplements, restatements or modifications to any Group Company’s Governing Documents or the Company Shareholders Agreement (other than to effect the transactions contemplated by this Agreement and the Ancillary Documents);
(iv) (A) sell, assign, abandon, lease, license or otherwise dispose of any material assets or properties of the Group Companies (including any Group Company Intellectual Property), other than inventory or obsolete equipment in the ordinary course of business, or (B) create, subject or incur any Lien on any material assets or properties of the Group Companies (including any Group Company Intellectual Property) (other than Permitted Liens);
(v) transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or subject to a Lien, (A) any Equity Securities of any Group Company or (B) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any Group Company to issue, deliver or sell any Equity Securities of any Group Company;
(vi) incur, create or assume any Indebtedness, other than (i) ordinary course trade payables and (ii) for borrowed money in an aggregate amount not to exceed $1,000,000;
(vii) (A) materially amend, modify or terminate any Material Contract (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such Material Contract pursuant to its terms or entering into additional work orders under any Material Contract), (B) waive any material benefit or right under any Material Contract or (C) enter into any Contract that would constitute a Material Contract;
(viii) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its wholly-owned Subsidiaries and (B) the reimbursement of expenses of employees in the ordinary course of business;
(ix) except as required under the terms of any Employee Benefit Plan that is set forth on the Section 3.11(a) of the Company Disclosure Schedules, (A) amend, modify, adopt, enter into or terminate any material Employee Benefit Plan or any material benefit or compensation plan, policy, program, arrangement or Contract that would be an Employee Benefit Plan if in effect as of the date hereof,
(B) grant any new compensation or benefits to, or increase the compensation or benefits payable to, any current or former director, manager, officer, employee, individual independent contractor or other service providers of the Group Companies, (C) hire, engage, terminate (without cause), furlough, or temporarily lay off any employee, independent contractor or individual service provider of the Group Companies whose annual base compensation exceeds (or would exceed) $250,000, (D) take any action to accelerate the payments, vesting or funding of any payments or benefits under any Employee Benefit Plan, or (E) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure, noninterference, non-disparagement, or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service providers of the Group Companies;
(x) (i) unless required by Law, negotiate, modify, extend, or enter into any CBA or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of the Group Companies;
(xi) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that could implicate WARN;
(xii) (A) make, change or rescind any material Tax election, (B) settle or compromise any claim, notice, audit report or assessment in respect of a material amount of Taxes, (C) change any period for the calculation of income or other material Taxes (except as required by applicable Law), (D) adopt or change any material method of Tax accounting (except as required by applicable Law), (E) file any amended income or other material Tax Return or claim for a Tax refund, (F) surrender any right to claim a refund of a material amount of Taxes, (G) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, pre-filing agreement, advance pricing agreement, cost sharing agreement, or closing agreement related to any income or other material Tax, (H) request any Tax ruling from a competent authority or (I) consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;
(xiii) compromise, waive, release, assign, settle, or offer or propose to compromise, waive, release, assign or settle, any Proceeding or other claim, other than compromises, settlements or agreements that involve the payment of monetary damages by the Group Companies in excess of $500,000 individually or $1,000,000 in the aggregate, or that includes an admission of wrongdoing by, or imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on, any Group Company (or TopCo or any of its Affiliates after the Closing);
(xiv) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Group Company;
(xv) change any member of the Group Companies’ methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards;
(xvi) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement;
(xvii) make any political contributions to political candidates or political action committees;
(xviii) make or incur any capital expenditures that in aggregate exceed $1,500,000 in excess of the Company’s annual capital expenditure budget for periods following the date hereof made available to Parent;
(xix) enter into, renew, modify or revise any Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be a Related Party Transaction);
(xx) withdraw any biologics license application pending with FDA or any application for marketing authorization pending with any Governmental Entity, in each case, as of the date of this Agreement, or amend or seek to amend such biologics license application or marketing authorization in any way, or otherwise take action, that would be reasonably expected to prevent, delay or otherwise adversely affect FDA’s or such Governmental Entity’s review of, or action on, such biologics license application or marketing authorization;
(xxi) amend, modify, terminate or waive any rights or obligations under, the Framework Agreement; or
(xxii) enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 6.1.
(c) Prior to the Closing, each Group Company shall exercise, subject to and consistent with the terms and conditions of this Agreement, complete control and supervision of its operations.
Section 6.2 Efforts to Consummate.
(a) Subject to the terms and conditions herein provided, each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 7 and, in the case of any Ancillary Document to which such Party will be a party to upon the execution thereof, the execution and delivery of such Ancillary Document, (ii) using reasonable best efforts to obtain the PIPE Financing on the terms and subject to the conditions set forth in the Subscription Agreements, (iii) the Company taking all actions necessary or advisable to cause the agreements set forth on Section 6.2(a) of the Company Disclosure Schedules to be, subject to any conditions precedent expressly set forth thereon, terminated effective as of the Closing without any further obligations or liabilities to TopCo or any of its Affiliates (including the Group Companies or Parent) and (iv) the Company taking all actions necessary or advisable to timely and fully enforce all of the rights and obligations under the Framework Agreement). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Entities or other Persons necessary, proper or advisable and shall complete all submissions required by any Governmental Entities (e.g., notice of change of ownership) to consummate the transactions contemplated by this Agreement or the Ancillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each of the Parties shall pay 50% of the applicable filing fees due under the HSR Act. Parent shall promptly inform the Company of any communication between Parent, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform Parent of any communication between the Company or TopCo, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement or any Ancillary Document.
(b) Without limiting the generality of the foregoing, each Party will promptly after execution of this Agreement (but in no event later than ten (10) Business Days after the date hereof) make all filings or submissions as are required under the HSR Act. Each Party will, and the Company shall cause its Subsidiaries to, promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will take all other commercially reasonable actions necessary to cause the expiration or termination of the applicable waiting periods as soon as reasonably practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates, or any of its or their Representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing, and subject to applicable Law from and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, each of the Company, TopCo and Parent shall, and the Company shall cause its Subsidiaries to: (i) promptly notify other Parties of any written communication made to or received by them, as the case may be, from any Governmental Entity regarding any of the transactions contemplated hereby; (ii) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive meeting or discussion, either in person or by telephone, with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend; and (iv) furnish each other with copies of all material correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, on one hand and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the transactions contemplated hereby.
(c) No Party shall take, and the Company shall not permit any of its Subsidiaries to take, any action that would reasonably be expected to adversely affect or materially delay the approval of any Governmental Entity of any of the aforementioned filings. The Parties further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the transaction contemplated hereby, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that (i) no Party (or any of its Affiliates or direct or indirect shareholders) shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) no Party (or any of its Affiliates or direct or indirect shareholders) shall be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate of any assets or categories of assets of such Party, its Subsidiaries, its Affiliates or direct or indirect shareholders or (B) the imposition of any limitation or regulation on the ability of either Party (or any of its Affiliates or direct or indirect shareholders) to freely conduct their business or own such assets.
(d) If requested by the Company after the date hereof and prior to the Closing Date, Parent agrees to, prior to the Closing Date, enter into subscription agreements in a form reasonably acceptable to Parent on terms and conditions substantially the same, in the aggregate, and no less favorable to Parent or TopCo as those contained in the Subscription Agreements, pursuant to which one or more direct or indirect shareholders of the Company may subscribe for TopCo Ordinary Shares (to be issued by TopCo after the Conversion, concurrently with the PIPE Financing, and prior to the Second Merger Effective Time) at a per share price equal to $10.00 (the “Additional PIPE Financing”); provided, that the subscription amount under such Subscription Agreements, shall not exceed, in the aggregate, the amount required in order to ensure that the condition to Closing set forth in Section 7.3(d) will be satisfied following the Parent Shareholder Redemption; provided, further, that the Company shall provide notice to Parent of the request to enter into such subscription agreements (including the aggregate amount of such requested subscription) within 24-hours of the Redemption Deadline.
(e) Notwithstanding anything to the contrary in the Agreement, in the event that this Section 6.2 conflicts with any other covenant or agreement in this Article 6 that is intended to specifically address any subject matter, then such other covenant or agreement shall govern and control solely to the extent of such conflict.
Section 6.3 Confidentiality and Access to Information.
(a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. In furtherance of the foregoing, TopCo and the Company hereby agrees to be bound by the terms of the Confidentiality Agreement as the “Recipient” thereunder, as if, in the case of TopCo, TopCo was an original signatory thereto.
(b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall, upon reasonable advance written notice, provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable (i) access to the directors, officers, properties, books and records of the Group Companies and TopCo (in a manner so as to not interfere with the normal business operations of the Group Companies or TopCo) and (ii) updates of ongoing business developments including related to (A) material communication with FDA and Governmental Entities and (B) ongoing material Proceedings (including the status thereof). Notwithstanding the foregoing, none of the Group Companies or TopCo shall be required to disclose to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which the Group Companies or TopCo are subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding or ethical obligation of the Group Companies with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any of the Group Companies under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall, and shall cause the other Group Companies or TopCo to, use commercially reasonable efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company or TopCo, on the one hand, and Parent or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.
(c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Parent shall, upon reasonable advance written notice, provide, or cause to be provided, to Company and its Representatives during normal business hours reasonable access to the directors, officers, books and records of Parent (in a manner so as to not interfere with the normal business operations of Parent). Notwithstanding the foregoing, Parent shall not be required to disclose to the Company or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which Parent is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding or ethical obligation of Parent with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to Parent under the attorney-client privilege or the attorney work product doctrine
(provided that, in case of each of clauses (A) through (D), Parent shall use commercially reasonable efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if Parent, on the one hand, and any Group Company, TopCo or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.
Section 6.4 Public Announcements.
(a) Subject to Section 6.4(b), Section 6.7 and Section 6.8, none of the Parties or any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of, prior to the Closing, the Company and Parent or, after the Closing, TopCo; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company (prior to the Closing) or TopCo (after the Closing), if the disclosing party is Parent, or Parent (prior to the Closing) or Sponsor (after the Closing), if the disclosing party is the Company or TopCo, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 6.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement or in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 6.4 or otherwise in this Agreement, the Parties agree that Parent, the Sponsor and their respective Representatives (i) shall not identify, by name or other identifying characteristic, the Company Shareholders set forth on Section 6.4(a) of the Company Disclosure Schedule in any public statement, press release or other communication without the consent of such Company Shareholders (except for any such filing, announcement or other communication that is required by applicable Law, in which case the Parent, the Sponsor and their respective Representatives shall use reasonable best efforts to consult with such Company Shareholders, to review such announcement or communication and the opportunity to comment thereon and the Parent, the Sponsor and their respective Representatives shall consider such comments in good faith) and (ii) may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.
(b) The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company and Parent prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement on the day thereof. Promptly after the execution of this Agreement, Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Parent shall consider such comments in good faith. The Company, on the one hand, and Parent, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Parent, as applicable), prior to the Closing and on the Closing Date, the Parties shall issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the Closing, TopCo shall file a current report containing Form 10 information in accordance with Exchange Act rules (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws which Parent shall
have the opportunity to review and comment upon prior to closing and TopCo shall consider such comments in good faith. In connection with the preparation of the Signing Press Release and the Signing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.
Section 6.5 Tax Matters.
(a) Tax Treatment.
(i) The Parties intend that (A) the First Merger, together with the Election, shall constitute a transaction treated as a “reorganization” within the meaning of Section 368(a)(1)(E) and (F) of the Code, (B) the Conversion shall constitute a transaction treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (C) the Second Merger shall constitute a transaction treated as a “reorganization” within the meaning of Section 368(a) of the Code. The Parties shall file all Tax Returns consistent with, and take no position inconsistent with (whether in audits, Tax Returns or otherwise), the treatment described in this Section 6.5(a) unless required to do so pursuant to a “determination” that is final within the meaning of Section 1313(a) of the Code.
(ii) Parent, the Company and TopCo hereby adopt this Agreement (along with the other agreements and documents necessary to effectuate the First Merger, the Conversion, and the Second Merger) as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to each of the First Merger, the Conversion, and the Second Merger. The Parties shall not take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the transactions described in Section 6.5(a) from qualifying for the Intended U.S. Tax Treatment.
(iii) If, in connection with the preparation and filing of the Registration Statement / Proxy Statement, the SEC requests or requires that tax opinions be prepared and submitted in such connection, Parent and the Company shall deliver to Kirkland & Ellis and DLA Piper LLP, respectively, customary Tax representation letters satisfactory to its counsel, dated and executed as of the date the Registration Statement / Proxy Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Registration Statement / Proxy Statement, and, if required, Kirkland & Ellis LLP shall furnish an opinion, subject to customary assumptions and limitations, with respect to the Intended U.S. Tax Treatment as it applies to the Election, the First Merger and the Conversion, and DLA Piper LLP shall furnish an opinion, subject to customary assumptions and limitations, with respect to the Intended U.S. Tax Treatment as it applies to the Second Merger.
(b) Gain Recognition Agreements. Upon the written request of a Company Shareholder or Pre-Closing Parent Holder (or any direct or indirect owner thereof) that owns five percent (5%) or more of TopCo immediately after the Closing (directly or constructively, as determined under applicable Treasury Regulations), TopCo shall use commercially reasonable best efforts to (i) furnish to such person such information as such person reasonably requests in connection with such persons preparation of any “gain recognition agreement” in accordance with the rules of Treasury Regulations Section 1.367(a)-8 and (ii) provide such person with the information reasonably requested by such person for purposes of determining whether there has been any “triggering event” (or potential “triggering event”) under the terms of such agreement, in each case at the sole cost and expense of such requesting person, and, as applicable, information reasonably requested by such person in connection with such triggering event to make a substitute gain recognition agreement.
(c) Tax Matters Cooperation. Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, and any audit or tax proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision (with the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and making available to Pre-Closing Parent Holders information reasonably necessary to compute income of any such holder (or its direct or indirect owners) arising, if applicable, as a result of Parent’s status as a “passive foreign investment company” within the meaning of Section 1297(a) of the Code or a “controlled foreign corporation” within the meaning of Section 957(a) of the Code for any taxable period ending on or prior to the Closing, including timely providing (i) a PFIC Annual Information Statement to enable such holders to make a “Qualifying Electing Fund” election under Section 1295 of the Code for such taxable period, and (ii) information to enable applicable holders to report their allocable share of “subpart F” income under Section 951 of the Code for such taxable period.
(d) Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement shall be borne by the Company, and the Parties will cooperate in filing all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees.
Section 6.6 Exclusive Dealing.
(a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, TopCo and the Company shall not, and each of them shall cause their Representatives not to, directly or indirectly (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) to (A) acquire, in one transaction or a series of transactions, all or a substantial portion of any of the assets of any Group Company or TopCo, at least 5% of the Equity Securities of any Group Company or TopCo or the businesses of any Group Company or TopCo (whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar investment in any Group Company or TopCo (clause (A) or (B), an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal; (iii) enter into any Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company or TopCo (or any successor to or parent company of any Group Company); or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company and TopCo agree to (x) notify Parent promptly upon receipt of any Acquisition Proposal by TopCo or any Group Company, and to describe the terms and conditions of any such Acquisition Proposal in reasonable detail (including the identity of the Persons making such Acquisition Proposal), and (y) keep Parent fully informed on a current basis of any modifications to such offer or information.
(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent shall not, and shall cause its Representatives not to, directly or indirectly (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) to (A) acquire, in one transaction or a series of transactions, all or a material portion of any the
assets of Parent, the Equity Securities of Parent or the businesses of Parent (whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar investment in Parent or their Affiliates (clause (A) or (B), an “Parent Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Parent Acquisition Proposal” for the purposes of this Section 6.6(b) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Parent Acquisition Proposal; (iii) enter into any Contract regarding a Parent Acquisition Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 6.6 or further a Parent Acquisition Proposal. Parent agrees to (x) notify the Company promptly upon receipt of any Parent Acquisition Proposal by Parent, and to describe the terms and conditions of any such Parent Acquisition Proposal in reasonable detail (including the identity of any person or entity making such Parent Acquisition Proposal), and (y) keep the Company fully informed on a current basis of any modifications to such offer or information.
Section 6.7 Preparation of Registration Statement / Proxy Statement. As promptly as reasonably practicable following the date of this Agreement (but in any event no more than fifteen (15) Business Days following the date of this Agreement), Parent, TopCo and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and TopCo shall file with the SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement that will be used for the Parent Shareholders Meeting to adopt and approve (as applicable) the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq). Each of Parent, TopCo and the Company shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Company, the provision of financial statements for the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or the Staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Parent, on the one hand, and the Company and TopCo, on the other hand, shall promptly furnish to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 6.7 or for including in any other statement, filing, notice or application made by or on behalf of Parent or TopCo to the SEC, Nasdaq or Nasdaq First North in connection with the transactions contemplated by this Agreement and the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 6.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of Parent, the Company, or, in the case of the Company or TopCo, Parent thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Parent, the Company, or, in the case of the Company or TopCo, Parent (such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) TopCo shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Pre-Closing Parent Holders. TopCo shall promptly advise Parent and the Company of the time of
effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of TopCo Ordinary Shares for offering or sale in any jurisdiction, and each of Parent, TopCo and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties hereto shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
Section 6.8 Parent Shareholder Approval. As promptly as practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act and, in any event within thirty (30) Business Days of the effectiveness of the Registration Statement / Proxy Statement, Parent shall (a) duly give notice of and (b) use reasonable best efforts to duly convene and hold an extraordinary general meeting (the “Parent Shareholders Meeting”) in accordance with the Governing Documents of Parent, for the purposes of obtaining the Parent Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect a Parent Shareholder Redemption. Parent shall, through its board of directors (the “Parent Board”), recommend to its shareholders (“Parent Board Recommendation”) the (i) adoption and approval of this Agreement and the transactions contemplated hereby and include such recommendation in the Registration Statement / Proxy Statement (the “Business Combination Proposal”); (ii) adoption and approval of any other proposals as either the SEC or Nasdaq (or the respective Staff members thereof) may indicate are necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto, and of any other proposals reasonably agreed by Parent, TopCo and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Documents; (iii) adoption and approval of the First Merger, along with Plan of Merger and the Cayman Plan of Merger and the transactions contemplated thereby (the “Merger Proposal”); and (iv) the adjournment of the Parent Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (iv) together, the “Transaction Proposals”); provided, that, Parent may postpone or adjourn the Parent Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Shareholder Approval, (B) for the absence of a quorum, (C) if the condition to Closing set forth in Section 7.3(d) could not be satisfied as a result of the number of Parent Class A Shares that have been tendered for redemption pursuant to the Parent Shareholder Redemption or (D) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Parent Holders prior to the Parent Shareholders Meeting; provided that in no event shall Parent adjourn the Parent Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date more than thirty (30) Business Days after the original date of the Parent Shareholders Meeting or, without the consent of the Company, to a date that is beyond the Termination Date. Notwithstanding anything to the contrary contained in this Agreement, the Parent Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a “Change in Recommendation”); provided, that, the Parent Board may make a Change in Recommendation if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law; provided, further, that: (X) Parent shall have first delivered written notice to the Company of the Parent Board’s intention to make a Change in Recommendation at least five (5) Business Days prior to the taking of such action by Parent (or if not reasonably practicable in
light of the date of the Parent Shareholders Meeting, such shorter period as is reasonably practicable), (Y) during such period and prior to making a Change in Recommendation, if requested by the Company, Parent and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the Parent Board to reaffirm the Parent Board Recommendation and not make such Change in Recommendation and (Z) if the Company requested and engaged in negotiations in accordance with clause (Y), the Parent Board may make a Change in Recommendation only if the Parent Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5) Business Day period (or such shorter period, as applicable), offered in writing to Parent and after consultation with its outside legal counsel, continues to determine that a failure to make a Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law. Parent agrees that, unless this Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Meeting for the purpose of voting on the Transaction Proposals shall not be affected by any Change in Recommendation.
Section 6.9 Conduct of Business of Parent. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent shall not, and shall cause its Subsidiaries not to, as applicable, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 6.9 of the Parent Disclosure Schedules or as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), do any of the following:
(a) adopt any amendments, supplements, restatements or modifications to the Trust Agreement, Warrant Agreement or the Governing Documents of Parent or any of its Subsidiaries;
(b) declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of Parent or any of its Subsidiaries, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding Equity Securities of Parent or any of its Affiliates, other than, for the avoidance of doubt, for the Parent Shareholder Redemption;
(c) split, combine or reclassify any of its capital stock or other Equity Securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;
(d) (A) make, change or rescind any material Tax election, (B) settle or compromise any claim, notice, audit report or assessment in respect of a material amount of Taxes, (C) change any period for the calculation of income or other material Taxes (except as required by applicable Law), (D) adopt or change any material method of Tax accounting (except as required by applicable Law), (E) file any amended income or other material Tax Return or claim for a Tax refund, (F) surrender any right to claim a refund of a material amount of Taxes, (G) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, pre-filing agreement, advance pricing agreement, cost sharing agreement, or closing agreement related to any income or other material Tax, (H) request any Tax ruling from a competent authority or (I) consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;
(e) except as may be required by Law or GAAP, make any material change in the financial or tax accounting methods, principles or practices of Parent (or change an annual accounting period);
(f) incur, create or assume any Indebtedness;
(g) make any loans or advances to, or capital contributions in, any other Person, other than to, or in, Parent or any of its Subsidiaries;
(h) issue any Equity Securities of Parent or any of its Subsidiaries or grant any additional options, warrants or stock appreciation rights with respect to Equity Securities of the foregoing of Parent or any of its wholly owned Subsidiaries;
(i) enter into, renew, modify or revise any Parent Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be a Parent Related Party Transaction), other than the entry into any Parent Related Party Transaction with respect to the incurrence of Indebtedness permitted by Section 6.9(f);
(j) engage in any activities or business, or incur any material Liabilities, other than any activities, businesses or Liabilities that are otherwise permitted under this Section 6.9 (including, for the avoidance of doubt, any activities or business contemplated by, or Liabilities incurred in connection with, this Agreement or any Ancillary Document) or consented to by the Company pursuant to this Section 6.9;
(k) merge or consolidate with any other Person (other than, for the avoidance of doubt, as contemplated hereby);
(l) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;
(m) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement; or
(n) enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 6.9.
Section 6.10 TopCo Incentive Equity Plan. Prior to the effectiveness of the Registration Statement / Proxy Statement, TopCo shall approve and adopt an equity incentive plan, substantially in the form as the Company and Parent mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Parent, as applicable) (the “TopCo Incentive Equity Plan”), in the manner prescribed under applicable Laws, effective following the Closing Date, reserving for grant thereunder the number of TopCo Ordinary Shares set forth on Section 6.10 of the Company Disclosure Schedules.
Section 6.11 Nasdaq and Nasdaq First North Listings. The Company shall cause TopCo to, and TopCo shall, use its reasonable best efforts to cause TopCo Ordinary Shares issuable in accordance with this Agreement and the TopCo Warrants to be approved for listing on Nasdaq (and Parent and the Company shall reasonably cooperate in connection therewith), subject to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any event prior to the Closing Date and to cause TopCo to satisfy any applicable initial and continuing listing requirements of Nasdaq or Nasdaq First North.
Section 6.12 Trust Account. Upon satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 7 and provision of notice thereof to the Trustee, (a) at the Closing, Parent shall (i) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) make all appropriate arrangements to cause the Trustee to (A) pay as and when due all amounts, if any, payable to the Public Shareholders of Parent pursuant to the Parent Shareholder Redemption, (B) pay the amounts due to the underwriters of Parent’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement and (C) immediately thereafter, pay all remaining amounts then available in the Trust Account to TopCo in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.
Section 6.13 PCAOB Financials.
(a) As soon as reasonably practicable (and pursuant to the procedures set forth on Section 6.13 of the Company Disclosure Schedules), the Company shall deliver to TopCo and Parent (i) an unqualified report of the Company’s auditors with respect to the Financial Statements and (ii) the unaudited consolidated balance sheet and the related consolidated statements of income and cash flows of the Group Companies as of and for a year-to-date period ended as of the end of each fiscal quarter that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by TopCo or Parent with the SEC in connection with the transactions contemplated by this Agreement (including for each fiscal quarter of the year ended December 31, 2021) (collectively, the “Post-Signing Company Financial Statements”). All such Post-Signing Company Financial Statements, (A) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) will, if applicable, be audited in accordance with the standards of the PCAOB.
(b) The Company shall use its commercially reasonable efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of any member of such Group Company, TopCo and Parent in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by TopCo with the SEC in connection with the transactions contemplated by this Agreement and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law.
Section 6.14 Indemnification; Directors’ and Officers’ Insurance.
(a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors and officers of Parent and the Company, as provided in a Parent’s Governing Documents or the Company’s Governing Documents, as applicable, or otherwise in effect as of the date of this Agreement, in either case, solely with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Closing for a period of six (6) years and (ii) TopCo will perform and discharge all obligations to provide such indemnity and exculpation during such six (6)-year period. To the maximum extent permitted by applicable Law, during such six (6)-year period, TopCo shall advance expenses in connection with such indemnification as provided in Parent’s Governing Documents or the Company’s Governing Documents, as applicable, or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Parent Governing Documents or the Company’s Governing Documents, as applicable, shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors or officers of Parent or the Company (the “D&O Persons”) to be so indemnified, have their Liability limited or be exculpated with respect to any matters occurring prior to Closing and relating to the fact that such D&O Person was a director or officer of Parent or the Company prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law.
(b) TopCo shall not have any obligation under this Section 6.14 to any D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such D&O Person in the manner contemplated hereby is prohibited by applicable Law.
(c) TopCo shall purchase, at or prior to the Closing, and maintain in effect for a period of six (6) years after the Closing Date, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of Parent and the Company, as applicable, as of the date hereof with respect to matters occurring on or prior to the Closing. Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the Company or the Parent’s directors’ and officers’ liability insurance policies, as applicable, as of the date hereof; provided that the tail premium shall not exceed 350% of the aggregate annual premiums currently payable by Parent or Company, as applicable, with respect to such current policy of directors’ and officers’ liability insurance; provided, further, that if the annual premium exceeds such amount, then any such tail policy shall contain the maximum coverage available at a cost not exceeding such amount.
(d) If TopCo, any Group Company or any of their respective successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of TopCo or such Group Company shall assume all of the obligations set forth in this Section 6.14.
(e) The D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 6.14 are intended to be third-party beneficiaries of this Section 6.14. This Section 6.14 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of TopCo and the Group Companies.
Section 6.15 Post-Closing Directors and Officers.
(a) TopCo shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Closing, the board of directors of TopCo (the “TopCo Board”) shall consist of nine (9) directors.
(b) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Sponsor shall propose for appointment one (1) individual as a director on the TopCo Board, to become effective immediately after the Second Merger Effective Time (the “Parent Designee”). Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by TopCo, the Company and the Sponsor, in no event shall the Parent Designee fail to qualify as an “independent director” (as defined in Nasdaq rule 5605(a)(2)) (whether as a result of the replacement of any Parent Designee as contemplated by this Section 6.15(b) or otherwise).
(c) Prior to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, the Company shall propose for appointment eight (8) individuals to be directors on the TopCo Board (with Robert Wessman appointed as chairman), to become effective immediately after the Second Merger Effective Time (each, a “Company Designee”). Notwithstanding the foregoing or anything to the contrary herein, unless otherwise agreed in writing by TopCo and the Sponsor, in no event shall there be less than two (2) Company Designees that qualify as “independent directors” (as defined in Nasdaq rule 5605(a)(2)) (whether as a result of the replacement of any Company Designee as contemplated by this Section 6.15(c) or otherwise).
Section 6.16 Conduct of Business of TopCo. Except as set forth in Section 6.16 of the Company Disclosure Schedules, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, TopCo shall not take any action, or engage in any activities or business, nor incur any liabilities or obligations, other than (a) those that are incident to its organization, (b) the execution of this Agreement or any Ancillary Document to which it is or will be a party, (c) those that are expressly contemplated by this Agreement or any Ancillary Document (including the enforcement of any of its rights or the performance of any of its obligations under this Agreement or any Ancillary Documents and the consummation of the transactions contemplated hereby or thereby) or (d) those that are consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed).
Section 6.17 Termination and Amendment of Agreements. Except as otherwise consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), prior to the Closing, the Company shall take all actions necessary to terminate the Related Party Transactions and the Company Shareholders Agreement other than the Contracts set forth on Section 6.17(i) of the Company Disclosure Schedules, at or prior to the Second Merger Effective Time in a manner such that the Company does not have any Liability or obligation following the Second Merger Effective Time pursuant to such agreements. Prior to the Closing, the Company shall take all actions necessary to amend the Contracts set forth on Section 6.17(ii) of the Company Disclosure Schedules, at or prior to the Second Merger Effective Time in a manner such that such Contracts reflect the terms set forth on Exhibit F attached hereto and such other terms as reasonably agreed by Parent and the Company.
Section 6.18 Employee Benefit Plan Matters.
(a) Except as set forth in the Transition Services Agreement, prior to the Closing Date and contingent on Closing, the Company and its Subsidiaries shall, and TopCo shall cause the Company and its Subsidiaries to, adopt written resolutions necessary and appropriate to withdraw from participating in an Employee Benefit Plan sponsored by an Affiliate (including an ERISA Affiliate other than a Group Company), effective as of (i) the Closing Date or (ii) such later date that coverage under any such Employee Benefit Plan pursuant to the Transition Services Agreement ends.
(b) Prior to the Closing Date, TopCo and the Group Companies shall, or shall cause the sponsor of the plan in which employees of the Group Companies participate that contains a “401(k)” feature (the “401(k) Plan”), to (i) fully vest, effective as of the Closing Date, all amounts credited to the account of each employee of the Group Companies under the 401(k) Plan and (ii) make all employee and employer contributions to the 401(k) Plan that would have been made on behalf of all employees of the Group Companies had the transactions contemplated by this Agreement not occurred, regardless of any service or end-of-year employment requirements, but only with respect to compensation paid to such employees prior to the Closing Date.
(c) Prior to the Closing Date, the Company shall, and TopCo shall cause the Company or one of its Subsidiaries to, adopt written resolutions necessary and appropriate to establish a separate 401(k) plan (the “Company 401(k) Plan”) to be effective as of the Closing Date, which such Company 401(k) Plan shall (i) be sponsored by a Group Company and established to cover employees of the Group Companies employed in the United States, and (ii) be substantially similar to the terms and conditions of the 401(k) Plan in all material respects. TopCo shall cause the sponsor of the 401(k) Plan to spinoff and transfer the accounts of employees of the Group Companies from the 401(k) Plan to the Company 401(k) Plan on the Closing Date or as soon as administratively practical thereafter, and the Company shall cause such Company 401(k) Plan to accept such transfer as of such date.
(d) Prior to the Closing Date, the Company shall establish, or shall cause one of its Subsidiaries to establish, group health and welfare benefit plans and a section 125 cafeteria plan (collectively, the “Company H&W Plans”) to be effective as of the Closing Date, which Company H&W Plans shall (i) be sponsored by a Group Company and established to cover US employees of the Group Companies employed in the United States, and (ii) be substantially similar to the terms and conditions of the Employee Benefit Plans in which such employees are eligible to participate as of immediately prior to the Closing. For purposes of satisfying annual deductible, coinsurance and out-of-pocket maximums, participants in the Company H&W Plans shall be credited with any expenses credited towards analogous deductible, coinsurance, or out-of-pocket requirements under Employee Benefit Plans in which Group Companies participate during the calendar year in which the Closing Date occurs. If the Company H&W Plans are not effective as of the Closing Date, TopCo shall, or shall cause the sponsor of the health and welfare plans in which employees of the Group Companies participate to enter into, effective as of the Closing Date, a transition services agreement, on terms reasonably acceptable to Parent (“Transition Services Agreement”) that provides or causes to be provided, to employees of the Group Companies, health and welfare benefits under the Employee Benefit Plans in which such employees were eligible to participate immediately prior to the Closing until the earlier of (A) such time as such benefits are effective under the Company H&W Plans and (B) the expiration date of the applicable service pursuant to the Transition Services Agreement. TopCo shall, or shall cause the sponsor of the health and welfare plans in which employees of the Group Companies participate to cooperate in good faith with Parent and the Group Companies to assist with establishing such Company H&W Plans as soon as reasonably possible prior to and, if necessary, following the Closing, including providing such information and such assistance as Parent or the Group Companies may reasonably request in connection with the foregoing.
(e) For the avoidance of doubt, Parent and the Group Companies shall not assume or have, and TopCo and its Affiliates (other than the Group Companies) shall retain and be solely responsible for, any liability or obligation with respect to or at any time arising under or in connection with any Employee Benefit Plan or any other benefit or compensation plan, program, policy, agreement or arrangement at any time sponsored, maintained or participated in by TopCo or any of its Affiliates. Without limiting the generality of the foregoing: (i) TopCo and its Affiliates (other than the Group Companies) shall be solely responsible for any obligations to provide COBRA continuation coverage arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation Section 54.4980B-9, and (ii) the applicable Employee Benefit Plans shall retain liability for all claims incurred by current and former employees, directors, officers and any other service providers of the Group Companies and any dependents and beneficiaries thereof on or prior to the Closing Date (or, if later, the end date of health and welfare benefit coverage pursuant to the Transition Services Agreement), regardless of when such claims are reported.
(f) Prior to the Closing, the Company will use commercially reasonable efforts to obtain an agreement, in form and substance reasonably acceptable to Parent, from certain participants of the Company’s Long Term Incentive Program (the “Incentive Plan”) to be mutually determined by Parent and the Company waiving all or a portion of the claims, current and future rights such participant has to any entitlements or proceeds under the Incentive Plan and their award agreement(s) thereunder (with the scope of such waiver to be reasonably acceptable to Parent) in exchange for the receipt of an award under the TopCo Incentive Equity Plan. a cash payment or any combination of the foregoing (in each case, reasonably acceptable to Parent). The Company shall consult with Parent regarding, and keep Parent reasonably informed of, the progress of obtaining such agreements.
(g) Nothing in this Section 6.18 (whether express or implied) shall (i) create or confer any rights, remedies or claims upon any employee of the Group Companies or any right of employment, engagement or service or continued employment, engagement or service or any particular term or condition of employment, engagement or service for any Person, (ii) be considered or deemed to establish, amend, or modify any Employee Benefit Plan or any other benefit or compensation plan, program, policy, agreement, arrangement or contract, (iii) prohibit or limit the ability of Parent or any of its Affiliates (including, following the Closing, the Group Companies) to amend, modify or terminate any benefit or compensation plan, program, policy, agreement, arrangement or contract at any time assumed, established, sponsored or maintained by any of them or (iv) confer any rights or benefits (including any third-party beneficiary rights) on any Person other than the Parties.
Section 6.19 Audit. At or prior to the Approval Date, TopCo shall make its best efforts to ensure that Luxembourg independent auditors (réviseurs d’entreprises agréé) have issued appropriate reports on (i) the exchange ratio applicable to the First Merger between TopCo and Parent prepared in accordance with article 1021-6 of the Luxembourg Company Law and (ii) the Second Merger between TopCo and Company consisting in a report on the contributions in kind relating to TopCo’s shares issuance to the Company Shareholders further to the Second Merger prepared in accordance with articles 1021-6(3) and 420-10 of the Luxembourg Company Law.
Section 6.20 Employment Agreements. Prior to the Closing, the Company shall use reasonable best efforts to enter into employment agreements, on terms reasonably acceptable Parent, effective as of the Closing with each of the individuals listed on Section 6.20 of the Company Disclosure Schedules.
CONDITIONS TO CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
Section 7.1 Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:
(a) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect;
(b) the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated;
(c) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;
(d) the Required Parent Shareholder Approval shall have been obtained;
(e) TopCo’s initial listing application with each of Nasdaq and Nasdaq First North in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Closing, TopCo shall satisfy any applicable initial and continuing listing requirements of each of Nasdaq and Nasdaq First North and TopCo shall not have received any notice of non-compliance therewith, and the TopCo Ordinary Shares shall have been approved for listing on Nasdaq and Nasdaq First North and the TopCo Warrants shall have been approved for listing on Nasdaq;
(f) Luxembourg independent statutory auditors (réviseurs d’entreprises agréé) of TopCo shall have issued at or before the Approval Date appropriate reports on (i) the exchange ratio applicable to the First Merger between TopCo and Parent prepared in accordance with article 1021-6 of the Luxembourg Company Law and (ii) the Second Merger between TopCo and Company consisting in a report on the contributions in kind relating to TopCo’s shares issuance to the Company Shareholders further to the Second Merger prepared in accordance with articles 1021-6(3) and 420-10 of the Luxembourg Company Law; and
(g) after giving effect to the transactions contemplated hereby (including the PIPE Financing), Parent shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately before the Closing.
Section 7.2 Other Conditions to the Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by Parent of the following further conditions:
(a) (i) the Company Fundamental Representations (other than the representations set forth in Section 3.2(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.2(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), and (iii) the representations and warranties of the Company set forth in Article 3 and TopCo in Article 4 (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect;
(b) the Company and TopCo shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by any of the Company and TopCo under this Agreement at or prior to the Closing;
(c) since the date of this Agreement, no Company Material Adverse Effect has occurred;
(d) the TopCo Ordinary Shares issuable in connection with the transactions contemplated by this Agreement shall be duly authorized by the general meeting or management board of TopCo and TopCo’s Governing Documents;
(e) the Required Company Shareholders’ Consent has not been revoked, modified, amended, waived or terminated; and
(f) at or prior to the Closing, the Company, as applicable, shall have delivered, or caused to be delivered, to Parent the following documents:
(i) a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to Parent;
(ii) the Investor Rights Agreement duly executed by TopCo and the IRA Company Shareholders; and
(iii) the Warrant Assumption Agreement duly executed by TopCo.
Section 7.3 Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company of the following further conditions:
(a) (i) the Parent Fundamental Representations shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (ii) the representations and warranties of Parent contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or any similar limitation set forth herein) in all respects as the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Parent Material Adverse Effect;
(b) Parent shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing;
(c) since the date of this Agreement, no Parent Material Adverse Effect has occurred;
(d) the Aggregate TopCo Transaction Proceeds shall be equal to or greater than $300,000,000; and
(e) at or prior to the Closing, Parent shall have delivered, or caused to be delivered, the following documents to the Company:
(i) a certificate duly executed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and
(ii) the Investor Rights Agreement duly executed by the Sponsor.
Section 7.4 Frustration of Closing Conditions. None of the Company nor TopCo may rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused of the Company or TopCo’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 6.2, or a breach of this Agreement. Parent may not rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by Parent’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 6.2, or a breach of this Agreement.
Section 8.1 Termination. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing:
(a) by mutual written consent of Parent and the Company;
(b) by Parent, if any of the representations or warranties set forth in Article 3 or 4 shall not be true and correct or if the Company or TopCo has failed to perform any covenant or agreement on the part of the Company or TopCo set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.2(a) or Section 7.2(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to the Company, and (ii) the Termination Date; provided, however, that Parent is not then in breach of this Agreement so as to prevent the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) from being satisfied;
(c) by Parent, if there has been any action (but not, solely, inaction) or communication by or from the FDA or any comparable Governmental Entity with respect to the Group Companies or their respective products or businesses (including their respective contract manufacturing organizations or contract testing laboratories) that would reasonably be expected to prevent achievement in all material respects by the Group Companies of the 2025 estimated revenue set out in the Financial Guidance Summary included in the presentation provided to investors on September 27, 2021 in connection with the PIPE Financing; provided, that Parent, prior to exercising its right to terminate this Agreement pursuant to this Section 8.1(c), shall have provided the Company 30-days’ prior written notice of its intent to exercise its right to terminate this Agreement pursuant to this Section 8.1(c) and shall have engaged in good faith discussions with the Company regarding the Company’s potential ability to cure the foregoing during such 30-day period;
(d) by the Company, if any of the representations or warranties set forth in Article 5 shall not be true and correct or if Parent has failed to perform any covenant or agreement on the part of Parent set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to Parent and (ii) the Termination Date; provided, however, that the Company or TopCo is not then in breach of this Agreement so as to prevent the condition to Closing set forth in Section 7.2(a) or Section 7.2(b) from being satisfied;
(e) by either Parent or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to June 7, 2022 (the “Termination Date”); provided that (i) the right to terminate this Agreement pursuant to this Section 8.1(e) shall not be available to any Parent if Parent’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date and (ii) the right to terminate this Agreement pursuant to this Section 8.1(e) shall not be available to the Company if the Company’s or TopCo’s breach of any of his, her or its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;
(f) by either Parent or the Company, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and non-appealable; or
(g) by either Parent or the Company if the Parent Shareholders Meeting has been held (including any adjournment thereof) has concluded, Parent’s shareholders have duly voted and the Required Parent Shareholder Approval was not obtained.
Section 8.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Representatives) with the exception of (a) Section 6.3, this Section 8.2, Article 1 and Article 9 (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with its terms. Notwithstanding the foregoing, the termination of this Agreement pursuant to Section 8.1 shall not affect any Liability on the part of any Party for a willful or material breach of any covenant or agreement set forth in this Agreement prior to such termination or actual fraud.
Section 9.1 Non-Survival.
(a) None of the representations, warranties or pre-Closing covenants in this Agreement (or in any Ancillary Document or other document, certificate or instrument delivered pursuant to or in connection with this Agreement) shall survive the Closing. The Parties acknowledge and agree that, in the event that the Closing occurs, no Party may bring a Proceeding based upon, or arising out of, a breach of any such representations, warranties or any covenants the performance of which is in the period prior to Closing, except in the case of fraud by any Party.
(b) The covenants and agreements contained in or made pursuant to this Agreement (or in any document, certificate or instrument delivered pursuant to or in connection with this Agreement) that by their terms apply in whole or in part after the Closing shall survive the Closing in accordance with their terms.
Section 9.2 Entire Agreement; Assignment. This Agreement (together with the Ancillary Documents) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of Parent (prior to the Closing) or the Sponsor (after the Closing), on the one hand, and the Company (prior to the Closing) or TopCo (after the Closing), on the other hand. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.2 shall be void.
Section 9.3 Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by (a) Parent on the one hand, and the Company, on the other hand, prior to the Closing and (b) TopCo, on the one hand, and the Sponsor, on the other hand, after the Closing; provided, however, that none of the provisions that survive the Second Merger Effective Time shall be amended or modified without the prior written consent of the Sponsor. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 9.3 shall be void, ab initio.
Section 9.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by facsimile (having obtained electronic delivery confirmation thereof), e-mail (having obtained electronic delivery confirmation thereof), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:
(a) If to Parent, to:
c/o Oaktree Acquisition Corp. II
333 South Grand Avenue, 28th Floor
Attention: Patrick McCaney
Alexander Taubman
Zaid Pardesi
E-mail: ***@***
***@***
with a copy (which shall not constitute notice) to:
Attention: Matthew S. Arenson, P.C.
Peter Seligson
Michele Cumpston
(b) If to the Company or, after the Closing, TopCo to:
Alvotech Holdings S.A.
9, rue de Bitbourg
Grand Duchy of Luxembourg
Attention: Robert Wessman
Danny Major
Cooley (UK) LLP
22 Bishopsgate
London EC2N 4BQ, UK
Attention: Michal Berkner
or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.
Section 9.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware (except that the Cayman Islands Act and the Luxembourg Company Law shall apply to the First Merger and the Luxembourg Company Law only shall apply to the Second Merger, the Conversion and the PIPE Financing shares issuance).
Section 9.6 Fees and Expenses. Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that, (a) if this Agreement is terminated in accordance with its terms, the Company shall pay, or cause to be paid, all Unpaid Company Expenses and Parent shall pay, or cause to be paid, all Unpaid Parent Expenses and (b) if the Closing occurs, then TopCo shall (i) pay, or cause to be paid, all Unpaid Company Expenses and all Unpaid Parent Expenses and (ii) reimburse Sponsor for any Parent Expenses paid by Sponsor on or prior to the Closing. For the avoidance of doubt, the Company shall not be reimburse Sponsor for any fees or expenses that Sponsor has incurred that are not Parent Expenses.
Section 9.7 Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) references to “$” or “dollar” or “US$” shall be references to United States dollars; (f) the word “or” is disjunctive but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to Parent, any documents or other materials posted to the electronic data room located <https://services.intralinks.com/> under the project name “Alvotech Data Room” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date hereof; (l) all references to any Law will be to such
Law as amended, supplemented or otherwise modified from time to time; and (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.
Section 9.8 Exhibits and Schedules. All Exhibits and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. The Schedules shall be arranged in Sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement. Any item disclosed in the Company Disclosure Schedules or in the Parent Disclosure Schedules corresponding to any Section or subsection of Article 3 or Article 4 (in the case of the Company Disclosure Schedules) or Article 5 (in the case of the Parent Disclosure Schedules) shall be deemed to have been disclosed with respect to every other Section and subsection of Article 3 or Article 4 (in the case of the Company Disclosure Schedules) or Article 5 (in the case of the Parent Disclosure Schedules), as applicable, where the relevance of such disclosure to such other Section or subsection is reasonably apparent on the face of the disclosure. The information and disclosures set forth in the Schedules that correspond to the section or subsections of Articles 3, 4 or 5 may not be limited to matters required to be disclosed in the Schedules, and any such additional information or disclosure is for informational purposes only and does not necessarily include other matters of a similar nature.
Section 9.9 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted assigns and, except as provided in Section 6.16, Section 6.17, the last sentence of this Section 9.9 and Section 9.13, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. The Sponsor shall be an express third-party beneficiary of Section 9.2, Section 9.3, Section 6.4, Section 6.15 and this Section 9.9.
Section 9.10 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 9.11 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of the Agreement. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, will be disregarded in determining a Party’s intent or the effectiveness of such signature.
Section 9.12 Knowledge of Company; Knowledge of Parent. For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 9.12(a) of the Company Disclosure Schedules, assuming reasonable due inquiry and investigation of his or her direct reports. For all purposes of this Agreement, the phrase “to Parent’s knowledge” and “to
the knowledge of Parent” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 9.12(b) of the Parent Disclosure Schedules, assuming reasonable due inquiry and investigation of his or her direct reports. For the avoidance of doubt, none of the individuals set forth on Section 9.12(a) of the Company Disclosure Schedules or Section 9.12(b) of the Parent Disclosure Schedules shall have any personal Liability or obligations regarding such knowledge.
Section 9.13 No Recourse. This Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and none of the Representatives of Parent (including the Sponsor) or the Company (including directors, officers, employees and shareholders) shall have any Liability arising out of or relating to this Agreement or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein.
Section 9.14 Extension; Waiver. The Company may (on behalf of itself or TopCo) (a) extend the time for the performance of any of the obligations or other acts of Parent set forth herein, (b) waive any inaccuracies in the representations and warranties of Parent set forth herein or (c) waive compliance by Parent with any of the agreements or conditions set forth herein. Parent may prior to the First Merger Effective Time (i) extend the time for the performance of any of the obligations or other acts of the Company and TopCo set forth herein, (ii) waive any inaccuracies in the representations and warranties of the Company and TopCo set forth herein or (iii) waive compliance by the Company or TopCo with any of the agreements or conditions set forth herein. Any agreement on the part of Parent to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of Parent and any agreement on the part of the Company and TopCo to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of the Company. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.
Section 9.15 Waiver of Jury Trial. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.15.
Section 9.16 Arbitration. Each of the Parties irrevocably and unconditionally agrees that any Proceeding based upon, arising out of or related to this Agreement or any of the transactions contemplated hereby (each, a “Related Proceeding”) shall be finally settled by binding arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by three arbitrators. Any Related Proceeding shall be decided by a panel of three (3) arbitrators seated in New York, New York. Each arbitrator must be (a) an attorney with significant experience in negotiating complex commercial transactions, or a judge seated on, or retired from, a U.S. federal court sitting in the Southern District of New York or the Delaware Court of Chancery and (b) neutral and independent of each Party. The Parties agree, pursuant to Article 30(2)(b) of the Rules of Arbitration of the International Chamber of Commerce, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute. The arbitrators may enter a default decision against any Party who fails to participate in the arbitration proceedings with respect to any Related Proceeding. The language of the proceeding shall be English. The decision of the arbitrators on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The Parties and the arbitrators will keep confidential, and will not disclose to any Person, except the Parties’ respective Representatives (who shall keep any such information confidential as provided in this sentence), or as may be required by applicable Law or any Order of a Governmental Entity of competent jurisdiction, the existence of any Related Proceeding under this Section 9.16, the referral of any such Related Proceeding to arbitration or the status or resolution thereof. The initiation of any Related Proceeding pursuant to this Section 9.16 will toll the applicable statute of limitations for the duration of any such Related Proceeding.
Section 9.17 Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.
Section 9.18 Trust Account Waiver. Reference is made to the final prospectus of Parent, filed with the SEC on September 18, 2020 (the “Prospectus”). The Company and TopCo each acknowledges and agrees and understand that Parent has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public shareholders (including overallotment shares acquired by Parent’s underwriters, the “Public Shareholders”), and Parent may disburse monies from the Trust Account only in the express circumstances described in the Prospectus. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and TopCo each hereby agrees on behalf of itself and its Representatives that, notwithstanding anything to the contrary in this Agreement, none of the Company, TopCo or any of their respective Representatives does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Parent or its Representatives, on the one hand, and the Company, TopCo or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based
on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company and TopCo on its own behalf and on behalf of its Representatives hereby irrevocably waives any Trust Account Released Claims that the Company, TopCo or any of their respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with Parent or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with Parent or its Affiliates).
IN WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.
ALVOTECH LUX HOLDINGS S.A.S.
/s/ Tanya Zharov
Name: Tanya Zharov
Title: Chairman and Director
/s/ Robert Wessman
Name: Robert Wessman
Title: Chairman of the Board of Directors
/s/ Zaid Pardesi
Name: Zaid Pardesi
Title: Chief Financial Officer and Head of M&A
[Signature Page to Business Combination Agreement]
(see attached.)
FORM OF INVESTOR RIGHTS AND LOCK-UP AGREEMENT
THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [•], 2022, by and among Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) (the “RCS”) under number B258884 (“TopCo”) and the IRA Company Shareholders (as defined in the Business Combination Agreement) listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).
WHEREAS, Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“OACB”), TopCo and Alvotech Holdings SA, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B229193 (the “Company”) have entered into that certain Business Combination Agreement, dated as of December [•], 2021 (as amended or supplemented from time to time, the “Business Combination Agreement”), pursuant to which, among other things: (i) each Company Shareholder (as defined in the Business Combination Agreement) of the Company will exchange his, her or its shares of the Company for TopCo Ordinary Shares on the terms and subject to the conditions therein (ii) OACB will merge with and into TopCo (the “First Merger”), with TopCo surviving, and (iii) the Company will merge with and into TopCo, with TopCo surviving (the “Second Merger”);
WHEREAS, OACB and Oaktree Acquisition Holdings II, L.P., a Cayman Islands exempted limited partnership (“Sponsor”) is party to that certain Registration and Shareholder Rights Agreement, dated September 21, 2020 (the “Prior Agreement”);
WHEREAS, Sponsor currently holds (i) Class B ordinary shares, par value $0.0001 per share, of OACB issued by OACB prior to the consummation of OACB’s initial public offering (collectively, the “Founder Shares”) and (ii) warrants to purchase Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), of OACB issued by OACB simultaneously with the consummation of OACB’s initial public offering (the “Sponsor’s Warrants”);
WHEREAS, the Founder Shares will automatically convert into Class A Ordinary Shares at the time of the initial Business Combination (as defined in the Prior Agreement) on a one-for-one basis, subject to adjustment, on the terms and conditions provided in OACB’s amended and restated memorandum and articles of association, as the same may be amended from time, and will be exchanged for ordinary shares, par value $0.01 per share, in TopCo (“TopCo Ordinary Shares”) in connection with the First Merger;
WHEREAS, the Sponsor’s Warrants will become exercisable for TopCo Ordinary Shares in connection with the First Merger;
WHEREAS, certain Investors (“Company Investors”) hold ownership interests in the Company (the “Company Shares”), which will be exchanged for TopCo Ordinary Shares in connection with the Second Merger on or about the date hereof; and
WHEREAS, the Sponsor and OACB desire to terminate the Prior Agreement to provide for the terms and conditions included herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
“Addendum Agreement” is defined in Section 8.2.
“Agreement” is defined in the preamble to this Agreement.
“Business Combination Agreement” is defined in the preamble to this Agreement.
“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, Singapore, London or the Grand Duchy of Luxembourg are authorized or required by law to close.
“Closing Date” is defined in the Business Combination Agreement.
“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.
“Company” is defined in the preamble to this Agreement.
“Company Investors” is defined in the preamble to this Agreement.
“Company Shares” is defined in the preamble to this Agreement.
“Demand Registration” is defined in Section 2.2.1.
“Demanding Holder” is defined in Section 2.2.1.
“Effectiveness Period” is defined in Section 3.1.3.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
“Form F-1” means a Registration Statement on Form F-1.
“Form F-3” means a Registration Statement on Form F-3 or any similar short-form registration that may be available at such time.
“Form S-1” means a Registration Statement on Form S-1.
“Form S-3” means a Registration Statement on Form S-3 or any similar short-form registration that may be available at such time.
“Founder Shares” is defined in the preamble to this Agreement.
“Indemnified Party” is defined in Section 4.3.
“Indemnifying Party” is defined in Section 4.3.
“Institutional Accredited Investor” means an institutional “accredited” investor as defined in Rule 501(a) of Regulation D under the Securities Act.
“Investor” is defined in the preamble to this Agreement.
“Investor Indemnified Party” is defined in Section 4.1.
“Lock-up Period” is defined in Section 6.1.
“Maximum Number of Shares” is defined in Section 2.2.4.
“New Registration Statement” is defined in Section 2.1.5.
“New Securities” means all TopCo Ordinary Shares issued in connection with any of the First Merger (as defined in the Business Combination Agreement) or the Exchange (as defined in the Business Combination Agreement).
“Notices” is defined in Section 8.3.
“Permitted Transferee” means (i) the members of an Investor’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings); (ii) any trust for the direct or indirect benefit of an Investor or the immediate family of an Investor; (iii) if an Investor is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (iv) any officer, director, general partner, limited partner, shareholder, member, or owner of similar equity interests in an Investor; (v) any affiliate of an Investor or the immediate family of such affiliate; or (vi) any affiliate of an immediate family of the Investor.
“Piggy-Back Registration” is defined in Section 2.3.1.
“Pledge” is defined in Section 6.5.
“Prior Agreement” is defined in the preamble to this Agreement.
“Pro Rata” is defined in Section 2.2.4.
“QIB” means “qualified institutional buyer” as defined in Rule 144A under the Securities Act.
“Registrable Securities” means (i) New Securities, (ii) Sponsor’s Warrants, including any TopCo Ordinary Shares issued upon exercise thereof, and (iii) all TopCo Ordinary Shares issued to any Investor with respect to such securities referenced in clauses (i) or (ii) by way of any share split, share dividend or other distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by TopCo and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.
“Registration” means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Statement” means a registration statement filed by TopCo or its successor with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form F-4, Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).
“Resale Shelf Registration Statement” is defined in Section 2.1.1.
“SEC Guidance” is defined in Section 2.1.5.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
“Short Sell” means to offer, sell, contract to sell, sell any option in, or engage in hedging activities or execute any “short sales” (as defined in Rule 200 of Regulation SHO under the Exchange Act) with respect to, any securities of TopCo or any instrument exchangeable for or convertible into any securities of TopCo.
“Sponsor’s Warrants” is defined in the preamble to this Agreement.
“TopCo” is defined in the preamble to this Agreement.
“TopCo Ordinary Shares” is defined in the preamble to this Agreement.
“Transfer” means to (i) sell, offer to sell, contract or agree to sell, hypothecate, grant any option to purchase or otherwise dispose of or agree to dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, with respect to any TopCo Ordinary Shares (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any TopCo Ordinary Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing of a registration statement specified in clause (i) or (ii), other than a Registration Statement filed pursuant to this Agreement. Notwithstanding the foregoing, a Transfer shall not be deemed to include any transfer for no consideration if the donee, trustee, heir or other transferee has agreed in writing to be bound by the same terms under this Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer.
“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.
“Underwritten Demand Registration” shall mean an underwritten public offering of Registrable Securities pursuant to a Demand Registration or any other shelf registration effective at the time of the intended offering, as amended or supplemented, that is a fully marketed underwritten offering that requires Company management to participate in “road show” presentations to potential investors requiring substantial marketing effort from management over multiple days, the issuance of a “comfort letter” by the Company’s auditors, and the issuance of legal opinions by the Company’s legal counsel.
“Underwritten Takedown” shall mean an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement or a subsequent or other registration statement, including a New Registration Statement, as amended or supplemented, that requires the issuance of a “comfort letter” by the Company’s auditors and the issuance of legal opinions by the Company’s legal counsel.
“Unregistered Block Trade” means any non-marketed underwritten offering taking the form of a block trade to a financial institution, QIB or Institutional Accredited Investor, bought deal, over-night deal or similar transaction that does not include “road show” presentations to potential investors requiring substantial marketing effort from management over multiple days, the issuance of a “comfort letter” by the Company’s auditors, and the issuance of legal opinions by the Company’s legal counsel.
“VWAP” means the volume weighted average price of TopCo’s Ordinary Shares as defined by the industry standard.
2. REGISTRATION RIGHTS.
2.1 Resale Shelf Registration Rights.
2.1.1 Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.5, TopCo shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies TopCo that it will “review” the Registration Statement) and (ii) ten (10) Business Days after TopCo is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo is eligible to use Form F-3 or S-3.
2.1.2 If the Resale Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding, TopCo shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Resale Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Resale Shelf Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Resale Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Resale Shelf Registration Statement or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such Resale Shelf Registration Statement, and pursuant to any method or combination of methods legally available to, and requested by, any Investor. If a Subsequent Shelf Registration is filed, TopCo shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form F-3 or S-3 to the extent that TopCo is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Investor holds Registrable Securities that are not registered for resale on a delayed or continuous basis, TopCo, upon written request of an Investor shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at TopCo’s option, a Resale Shelf Registration Statement (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof.
2.1.3 Notification and Distribution of Materials. TopCo shall notify the Investors in writing of the effectiveness of the Resale Shelf Registration Statement and in any event within one (1) Business Day after the Shelf becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Investors may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.
2.1.4 Amendments and Supplements. Subject to the provisions of Section 2.1.1 above, TopCo shall promptly prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period.
2.1.5 Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs TopCo that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, TopCo agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-1 or S-1, Form F-3 or S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, TopCo shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including, without limitation, relevant Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that TopCo used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a Pro Rata basis, subject to a determination by the Commission that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. In the event TopCo amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, TopCo will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to TopCo or to registrants of securities in general, one or more registration statements on Form F-1 or S-1, Form F-3 or S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.
2.1.6 Notice of Certain Events. TopCo shall promptly notify the Investors in writing of any request by the Commission for any amendment or supplement to, or additional information in connection with, the Resale Shelf Registration Statement or a subsequent or other registration statement, including a New Registration Statement, required to be prepared and filed hereunder (or prospectus relating thereto). TopCo shall promptly notify each Investor in writing of the filing of the Resale Shelf Registration Statement or a subsequent or other registration statement, including a New Registration Statement, or any prospectus, amendment or supplement related thereto or any post-effective amendment to the Resale Shelf Registration Statement or a subsequent or other registration statement, including a New Registration Statement, and the effectiveness of any post-effective amendment.
2.1.7 Underwritten Takedown. If TopCo shall receive a request from one or more Investors holding Registrable Securities with an estimated market value of at least $20,000,000 that TopCo effect an Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo shall promptly give notice of such requested Underwritten Takedown at least five (5) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of:
(i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.7, and
(ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities have requested TopCo to offer by request received by TopCo within two (2) Business Days after such holders receive TopCo’s notice of the Underwritten Takedown Notice.
(a) Promptly after the expiration of the two-Business Day-period referred to in Section 2.1.7(ii), TopCo will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein.
(b) TopCo shall only be required to effectuate: (i) one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d).
2.1.8 Unregistered Block Trade. If TopCo shall receive a request from the holders of Registrable Securities with an estimated market value of at least $10,000,000 that TopCo effect the sale of all or any portion of the Registrable Securities in an Unregistered Block Trade, then TopCo shall, as expeditiously as possible, facilitate the offering in such Unregistered Block Trade of the Registrable Securities for which such requesting holder has requested such offering under Section 2.1.7, without giving effect to any required notice periods or delivery notices to any other holders.
2.1.9 Selection of Underwriters. Selling holders holding a majority in interest of the Registrable Securities requested to be sold in an Underwritten Takedown shall have the right to select an Underwriter or Underwriters in connection with such Underwritten Takedown, which Underwriter or Underwriters shall be reasonably acceptable to TopCo. In connection with an Underwritten Takedown, TopCo shall enter into customary agreements (including an underwriting agreement and lock-up agreements in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Takedown, including making management available for “road shows” and diligence, updating diligence materials, and, if necessary, the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory Authority, Inc.
2.1.10 Underwritten Takedowns effected pursuant to this Section 2.1 shall be counted as Demand Registrations effected pursuant to Section 2.2.
2.1.11 Withdrawal. A Selling holder shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Takedown pursuant to this Section 2.1.11 for any reason or no reason whatsoever upon written notice to the Company and the Underwriter or Underwriters of its intention to withdraw from such Underwritten Takedown prior to the public announcement of such Underwritten Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses incurred in connection with an Underwritten Takedown prior to a withdrawal under this Section 2.1.11, to the extent provided for in Section 3.4. If all Registrable Securities are withdrawn from an Underwritten Takedown pursuant to this Section 2.1.11, such withdrawn Underwritten Takedown shall not be counted as an Underwritten Takedown effected pursuant to Section 2.1.7(b).
2.2 Demand Registration.
2.2.1 Request for Registration. At any time and from time to time after the expiration of the lock-up period provided for in this Agreement to which an Investor’s shares are subject, provided compliance by the Investors with Section 3.5, and provided further there is not an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1, (i) Sponsor or (ii) Company Investors and their Permitted Transferees who collectively hold 5% of the Registrable Securities, as the case may be, may make a written demand for Registration under the Securities Act of all or any portion of their Registrable Securities on Form F-1 or S-1 or any similar long-form Registration or, if then available, on Form F-3 or S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. TopCo will, within ten (10) days of TopCo’s receipt of the Demand Registration, notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify TopCo within fifteen (15) days after the receipt by the holder of the notice from TopCo. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. TopCo shall not be obligated to effect: (a) more than one (1) Demand Registration during any six-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (c) more than three (3) Underwritten Demand Registrations in respect of all Registrable Securities held by Sponsor; or (d) more than three (3) Underwritten Demand Registrations in respect of all Registrable Securities held by Company Investors in any 24-month period.
2.2.2 Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and TopCo has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that TopCo shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.
2.2.3 Underwritten Demand Registration. If the Demanding Holders so elect and such holders so advise TopCo as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Demand Registration. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement and lock-up agreement, if applicable, in customary form with the Underwriter or Underwriters selected for such underwriting by the holders initiating the Demand Registration, and subject to the approval of TopCo. The parties agree that, in order to be effected, any Underwritten Demand Registration must result in aggregate gross proceeds of at least $30.0 million.
2.2.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Underwritten Demand Registration that is to be an underwritten offering advises TopCo and the Demanding Holders in writing that, in such Underwriter’s or Underwriters’ opinion, the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other TopCo Ordinary Shares or other securities which TopCo desires to sell and the TopCo Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of TopCo who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then TopCo shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such person has requested be included in such registration, regardless of the number of shares held by each such person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the TopCo Ordinary Shares or other securities that TopCo desires to sell; and (iii) any TopCo Ordinary Shares or other securities for the account of other persons that TopCo is obligated to register pursuant to written contractual arrangements with such persons, as to which “piggy-back” registration has been requested by the holders thereof that can be sold without exceeding the Maximum Number of Shares.
2.2.5 Withdrawal. A majority-in-interest of the Demanding Holders may elect to withdraw from such Demand Registration for any and no reason whatsoever by giving written notice to TopCo and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering, then either the Demanding Holders shall reimburse TopCo for the costs associated with the withdrawn registration (in which case such registration shall not count as a Demand Registration provided for in Section 2.2.1) or the withdrawn registration shall count as a Demand Registration provided for in Section 2.2.1.
2.3 Piggy-Back Registration.
2.3.1 Piggy-Back Rights. If at any time after the expiration of the lock-up period provided for in this Agreement to which an Investor’s shares are subject, provided compliance by the Investors with Section 3.5, TopCo proposes to file a Registration Statement including a prospectus supplement to an existing shelf under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by TopCo for its own account or for shareholders of TopCo for their account (or by TopCo and by shareholders of TopCo excluding, for the avoidance of doubt, any offering conducted pursuant to Section 2.1.7, Section 2.1.8 or Section 2.2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to TopCo’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of TopCo or (iv) for a dividend reinvestment plan, then TopCo shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than fifteen (15) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). TopCo shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of TopCo and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement and lock-up agreement, if applicable, in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.
2.3.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises TopCo and the holders of Registrable Securities in writing that the dollar amount or number of TopCo Ordinary Shares which TopCo desires to sell, taken together with TopCo Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration has been requested under this Section 2.3, exceeds the Maximum Number of Shares, then TopCo shall include in any such registration:
(a) If the registration is undertaken for TopCo’s account: (A) first, the TopCo Ordinary Shares or other securities that TopCo desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the TopCo Ordinary Shares or other securities, if any, comprised of Registrable Securities held by the Investors hereto, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the TopCo Ordinary Shares or other securities for the account of other persons that TopCo is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and
(b) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities party to this Agreement or TopCo, (A) first, the TopCo Ordinary Shares or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the TopCo Ordinary Shares or other securities that TopCo desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the TopCo Ordinary Shares or other securities, if any, comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the TopCo Ordinary Shares or other securities for the account of other persons that TopCo is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.
2.3.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration for any or no reason whatsoever by giving written notice to TopCo of such request to withdraw prior to the effectiveness of the Registration Statement, if such offering is pursuant to a Demand Registration, or prior to the public announcement of the offering, if such offering is pursuant to an Underwritten Takedown. TopCo (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement filed not in connection with a Demand Registration or Underwritten Takedown at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, TopCo shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.4.
3. REGISTRATION PROCEDURES.
3.1 Filings; Information. Whenever TopCo is required to effect the registration of any Registrable Securities pursuant to Section 2, TopCo shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing Registration Statement. TopCo shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.2, prepare and file with the Commission a Registration Statement on any form for which TopCo then qualifies or which counsel for TopCo shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Period; provided, however, that TopCo shall have the right to defer any Demand Registration for up to sixty (60) days total or thirty (30) days consecutively in any 12-month period if TopCo shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of TopCo stating that, in the good faith judgment of the Board of Directors of TopCo (the “TopCo Board”), it would be materially detrimental to TopCo and its shareholders for such Registration Statement to be effected at such time.
3.1.2 Copies. TopCo shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case, including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
3.1.3 Amendments and Supplements. TopCo shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn (the “Effectiveness Period”).
3.1.4 Notification. After the filing of a Registration Statement, TopCo shall promptly, and in no event more than three (3) Business Days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within one (1) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order
(and TopCo shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, TopCo shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon.
3.1.5 Securities Laws Compliance. TopCo shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of TopCo and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that TopCo shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or consent to service of process in any such jurisdiction (except as required by the Securities Act) or subject itself to taxation in any such jurisdiction.
3.1.6 Agreements for Disposition. TopCo shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of TopCo in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such underwritten offering, and the representations, warranties and covenants of the holders of Registrable Securities included in such underwritten offering in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of TopCo.
3.1.7 Comfort Letter. In the event of an Underwritten Takedown or an Underwritten Demand Registration, TopCo shall obtain a “cold comfort” letter from TopCo’s independent registered public accountants in the event of an underwritten offering, and a customary “bring-down” thereof, in customary form and covering such matters of the type customarily covered by “cold comfort” letters, as the managing Underwriter may reasonably request. For the avoidance of doubt, this Section 3.1.7 shall not apply to Unregistered Block Trades.
3.1.8 Opinions and Negative Assurance Letters. In the event of an Underwritten Takedown or an Underwritten Demand Registration, on the date the Registrable Securities are delivered for sale pursuant to any Registration, TopCo shall obtain an opinion and negative assurance letter, each dated such date, of one (1) counsel representing TopCo for the purposes of such Registration, including an opinion of local counsel if applicable, addressed to the holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to such Registration in respect of which such opinion is being given as the holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating holders. For the avoidance of doubt, this Section 3.1.8 shall not apply to Unregistered Block Trades.
3.1.9 Cooperation. The principal executive officer of TopCo, the principal financial officer of TopCo, the principal accounting officer of TopCo and all other officers and members of the management of TopCo shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.
3.1.10 Transfer Agent. TopCo shall provide and maintain a transfer agent and registrar for the Registrable Securities no later than the effective date of the Registration Statement.
3.1.11 Records. Upon execution of confidentiality agreements, TopCo shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of TopCo, as shall be necessary to enable them to exercise their due diligence responsibility, and cause TopCo’s officers, directors and employees to supply all information reasonably requested by any of them in connection with such Registration Statement.
3.1.12 Earnings Statement. TopCo shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.13 Road Show. If an offering pursuant to this Agreement is conducted as an Underwritten Takedown or Underwritten Demand Registration and involves Registrable Securities with an aggregate offering price (before deduction of underwriting discounts) exceeds $30,000,000, TopCo shall use its reasonable best efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such offering.
3.1.14 Listing. TopCo shall use its reasonable best efforts to cause all Registrable Securities included in any Registration Statement to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by TopCo are then listed or designated.
3.2 In-Kind Distributions. If Sponsor and any Company Investor or its Permitted Transferee seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equityholders, TopCo will, subject to any applicable lock-ups, work with Sponsor and any Company Investor or its Permitted Transferee to facilitate such in-kind distribution in the manner reasonably requested and consistent with TopCo’s obligations under the Securities Act, including providing any opinions requested by the transfer agent. Upon any such in-kind distribution by Sponsor and any Company Investor or its Permitted Transferee to its direct or indirect equityholders, the distributees holding a majority-in-interest of the Registrable Securities initially held by Sponsor shall thereafter be entitled to exercise and enforce the rights granted to Sponsor hereunder.
3.3 Obligation to Suspend Distribution. Upon receipt of any notice from TopCo of the happening of any event of the kind described in Section 3.1.4(iv), or, upon any suspension by TopCo, pursuant to a written insider trading compliance program adopted by the TopCo Board, of the ability of all “insiders” covered by such program to transact in TopCo’s securities because of the existence of material non-public information (if TopCo furnishes to the holders a certificate signed by the Chief Executive Officer or Chairman of TopCo stating that, in the good faith judgment of TopCo Board, it would be materially detrimental to TopCo and its shareholders for such Registration Statement to be used at such time), each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in TopCo’s securities is removed, as applicable, and, if so directed by TopCo, each such holder will deliver to TopCo all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. The foregoing right to delay or suspend may be exercised by TopCo for no longer than sixty (60) days or in any thirty (30) consecutive days in any 12-month period. Any suspension by the Company pursuant to this Section 3.3 shall only apply to an Investor hereunder to the extent that such suspension also applies to all Investors.
3.4 Registration Expenses. TopCo shall bear all costs and expenses incurred in connection with the Resale Shelf Registration Statement pursuant to Section 2.1 or a subsequent or other registration statement, including a New Registration Statement, any Demand Registration pursuant to Section 2.2.1, any Underwritten Takedown pursuant to Section 2.1.7, any Unregistered Block Trade pursuant to Section 2.1.8, any Piggy-Back Registration pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws
(including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) TopCo’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.12; (vi) Financial Industry Regulatory Authority filing fees; (vii) fees and disbursements of counsel for TopCo fees and expenses for independent certified public accountants retained by TopCo; (viii) the reasonable fees and expenses of one U.S. and one local counsel for the selling shareholders; and (ix) the fees and expenses of any special experts retained by TopCo in connection with such registration; provided, however, that TopCo shall not be required to pay for any expenses of any registration proceeding begun if the registration request is subsequently withdrawn at the request of a majority-in-interest of the Registrable Securities (in which case all participating holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the registration), unless, in the case of a registration under Section 2.1 or Section 2.2.1, the majority-in-interest of the Registrable Securities agree to forfeit their right to one Underwritten Takedown or Demand Registration, respectively, if applicable. TopCo shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders, but TopCo shall pay any underwriting discounts or selling commissions attributable to the securities it sells for its own account.
3.5 Information. The holders of Registrable Securities shall promptly provide such information as may reasonably be requested by TopCo, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act and in connection with TopCo’s obligation to comply with Federal and applicable state securities laws. TopCo shall be under no obligation to include a holder’s Registrable Securities in a Registration Statement if such information is not provided in the manner reasonably requested.
3.6 Other Obligations. At any time and from time to time after the expiration of any lock-up to which such shares are subject, if any, in connection with a sale or transfer of Registrable Securities pursuant to either Rule 144, if available, or in a manner as described in the plan of distribution set forth within any prospectus and pursuant to the Registration Statement of which such prospectus forms a part, TopCo shall, subject to the receipt of customary documentation required from the applicable holders in connection therewith, (i) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (ii) use reasonable efforts to cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i). In addition, TopCo shall cooperate reasonably with, and take such customary actions as may reasonably be requested by such holders in connection with the aforementioned sales or transfers.
4. INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification by TopCo. To the extent permitted by law, TopCo agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by TopCo of the Securities Act or any rule or regulation promulgated thereunder applicable to TopCo and relating to action or inaction required of TopCo in connection with any such registration; and TopCo shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred and documented by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that TopCo will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to TopCo, in writing, by such selling holder expressly for use therein, or is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus.
4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless TopCo, each of its directors and officers, and each other selling holder and each other person, if any, who controls another selling holder within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if and only if the statement or omission was made in reliance upon and in conformity with information furnished in writing to TopCo by such selling holder expressly for use therein, or is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus, and shall reimburse TopCo, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.
4.3 Conduct of Indemnification Proceedings. Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) for which a party may be entitled to indemnification, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one (1) separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding, if materially prejudicial to its ability to defend such action or proceeding, shall relieve such indemnifying party of liability to the indemnified party under this Section 4 to the extent of such prejudice, but the omission to so deliver written notice to the indemnifying party will not relieve such indemnifying party of any liability that it may have to any indemnified party otherwise than under this Section 4.
4.4 Contribution.
4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations; provided, however, that (i) no contribution by any holder of Registrable Securities, when combined with any amounts paid by such holder of Registrable Securities pursuant to Section 4.2, shall exceed the net proceeds from the offering received by such holder of Registrable Securities, except in the case of willful misconduct or fraud by such holder of Registrable Securities and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a selling holder’s liability pursuant to this Section 4.4, when combined with the amounts paid or payable by such selling holder pursuant to Section 4.2, exceed the proceeds from the offering received by such selling holder (net of any expenses paid by such selling holder). The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
4.4.2 Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
4.4.3 Unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten public offering, the obligations under this Section 4 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 4 and otherwise.
5. UNDERWRITING AND DISTRIBUTION.
5.1 Rule 144. TopCo covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.
6. LOCK-UP AGREEMENTS.
6.1 Investor Lock-Up. Each Investor agrees that such Investor shall not Transfer, for 180 days following the Closing Date (the “Investor Lock-up Period”), any TopCo Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for TopCo Ordinary Shares (including New Securities but excluding (i) shares acquired through the PIPE transaction and (ii)shares issued to Company Investors or their Permitted Transferees pursuant to the “Pre-Closing Equity financing” (as defined in the Business Combination Agreement).
6.2 Chairman Lock-Up. Robert Wessman agrees that he shall not Transfer his TopCo Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) (collectively, “Chairman Shares”) for TopCo Ordinary Shares (including New Securities) for (i) 180 days following the Closing Date, with respect to one-third of the Chairman Shares, (ii) 365 days following the Closing Date, with respect to one-third of the Chairman Shares, and (iii) 545 days following the Closing Date, with respect to the remaining one-third of the Chairman Shares (the “Chairman Lock-up Period”). Notwithstanding the foregoing, the TopCo Ordinary Shares in clause (ii) are subject to early release from the Chairman Lock-up Period if TopCo Ordinary shares trade at or above a VWAP of $12.00 for ten (10) trading days during any twenty (20) trading day period commencing at least 180 days following the Closing Date.
6.3 Sponsor Lock-Up. Sponsor (and its assignees) shall not Transfer any TopCo Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for TopCo Ordinary Shares (including New Securities) for 365 days following the Closing Date (the “Sponsor Lock-Up Period” and, together with the Investor Lock-up Period and the Chairman Lock-Up Period, the “Lock-Up Period”). Notwithstanding the foregoing, the TopCo Ordinary Shares subject to the Sponsor Lock-Up Period will be released from such restriction if TopCo Ordinary shares trade at or above a VWAP of $12.00 for ten (10) trading days during any twenty (20) trading day period commencing at least 180 days following the Closing Date. For the avoidance of doubt, the Sponsor’s Warrants are not subject to the lock-up restrictions contained in this Section 6.3.
6.4 Sponsor Warrants Lock-Up. Sponsor or (and its assignees) shall not Transfer any Sponsor’s Warrants for 30 days following the Closing Date.
6.5 The restrictions in this Article 6 are expressly agreed to preclude each Investor during such applicable period from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such Investor’s TopCo Ordinary Shares even if such TopCo Ordinary Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions during such applicable period would include without limitation any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Investor’s TopCo Ordinary Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such TopCo Ordinary Shares. The foregoing notwithstanding, each Investor shall be permitted to establish a plan to sell TopCo Ordinary Shares pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the Transfer of TopCo Ordinary Shares during the Lock-up Period. The foregoing restrictions shall not apply to Transfers made: (i) relating to TopCo Ordinary Shares acquired in open market transactions after the closing of the Business Combination, provided that no filing under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of TopCo Ordinary Shares acquired in such open market transactions; (ii) pursuant to a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization to a bona fide gift or charitable contribution; (iii) by will or intestate succession upon the death of an Investor; (iv) to any Permitted Transferee; (v) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (vi) in the event of TopCo’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their TopCo Ordinary Shares for cash, securities or other property; (vii) pursuant to distributions contemplated by Section 3.2 above; or (viii) pursuant to the pledge of any TopCo Ordinary Shares held by a holder of Registrable Securities to any bank pursuant to any bona fide pledge to secure indebtedness (a “Pledge”) (e.g., for a margin loan) and any further Pledge of all or any portion of such shares pursuant to any amendments, supplements, modifications, extensions, renewals or restatements of the agreement related to any such Pledge, any refunding or refinancing of the indebtedness secured thereby or any credit facilities that replace, refund or refinance any part of the indebtedness secured thereby, including any such replacement, refunding or refinancing credit facility that increases the amount permitted to be borrowed thereunder or alters the maturity therfor; provided that any Transfer in connection with a Pledge shall be null and void unless both (1) the pledgee agrees not to Short Sell until the end of the Lock-Up Period and (2) any agreement with any pledgee related to a Pledge shall explicitly provide that TopCo is a third party beneficiary of such agreement with the right of specific enforcement over the prohibition in clause (1); or (ix) pursuant to an agreement among Company Investors or their Permitted Transferee; provided that in the case of (ii) or (iv), the recipient of such Transfer must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the applicable transfer restrictions set forth in this Article 6.
7.1 Other Registration Rights and Arrangements. TopCo represents and warrants that no person, other than a holder of the Registrable Securities and the parties to the Subscription Agreement subscription agreements entered into by TopCo and investors in the Private Investment in Public Equity that is expected to close immediately prior to the transactions contemplated by the Merger Agreement, has any right to require TopCo to register any of TopCo’s share capital for sale or to include TopCo’s share capital in any registration filed by TopCo for the sale of shares for its own account or for the account of any other person. The parties hereby terminate the Prior Agreement, which shall be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement. TopCo shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement and in the event of any conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
7.2 Assignment; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of TopCo hereunder may not be assigned or delegated by TopCo in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 7.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to TopCo a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to TopCo no later than thirty (30) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreement.
7.3 Amendments and Modifications. Upon the written consent of TopCo and the holders of at least a majority in interest of the Registrable Securities at the time in question, which majority shall include Sponsor, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects an Investor, solely in his, her or its capacity as a holder of the shares of capital stock of TopCo, in a manner that is materially different from other Investors (in such capacity) shall require the consent of such Investor so affected. No course of dealing between any Investor or TopCo and any other party hereto or any failure or delay on the part of an Investor or TopCo in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Investor or TopCo. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
7.4 Term. This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date of this Agreement or (ii) the date as of which there shall be no Registrable Securities outstanding; provided further that with respect to any Investor, such Investor will have no rights under this Agreement and all obligations of TopCo to such Investor under this Agreement shall terminate upon the earlier of (x) the date at least one year after the date hereof that such Investor ceases to hold at least 1% of the aggregate amount of Registrable Securities outstanding on the date hereof, after giving effect to the exercise of any warrants held as Registrable Securities, or (y) if such Investor is a director or an executive officer of TopCo, or an affiliate of a director or executive officer, the date such Investor no longer serves as a director or an executive officer of TopCo; provided, however, that such termination as to an Investors shall not apply to the following provisions until such Investor no longer holds any Registrable Securities: Sections 3.1.4, 3.1.5, 3.1.10, 3.1.12, 3.1.14, 3.3, 3.4, 3.5, 3.6 and Articles 4, 5 and 6.
7.5 Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by facsimile or email, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given (i) on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a Business Day or is after normal business hours, then such notice shall be deemed given on the next Business Day or (ii) one Business Day after being deposited with a reputable courier service with an order for next-day delivery, to the parties as follows:
If to TopCo:
9, rue de Bitbourg,
Attn: Robert Wessman
Email: ***@***
with a copy to:
EC2N 4BQ
Attn: Michal Berkner
If to Sponsor:
333 S. Grand Avenue, 28th Floor
Attn: Patrick McCaney
Attn: Matthew S. Arenson, P.C.
Peter S. Seligson
If to any other Investor, to the address set forth under such Investor’s signature to this Agreement or to such Investor’s address as found in TopCo’s books and records.
7.6 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.
7.7 Counterparts. This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
7.8 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law that would require the application of the laws of another jurisdiction, and the parties irrevocably submit to (and waive immunity from) the jurisdiction of the federal and state courts located in the County of New York in the State of New York.
7.9 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, including, without limitation the Prior Agreement.
IN WITNESS WHEREOF, the parties have caused this Investor Rights and Lock-Up Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.
ALVOTECH LUX HOLDINGS S.A.S.:
IN WITNESS WHEREOF, the parties have caused this Investor Rights and Lock Up Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.
Addendum Agreement
This Addendum Agreement (“Addendum Agreement”) is executed on _____________, 20___, by the undersigned (the “New Holder”) pursuant to the terms of that certain Investor Rights and Lock-Up Agreement dated as of [•], 2022 (the “Agreement”), by and among TopCo and the Investors identified therein, as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows:
1. Acknowledgment. New Holder acknowledges that New Holder is acquiring certain ordinary shares of TopCo (the “Shares”) as a transferee of such Shares from a party in such party’s capacity as a holder of Registrable Securities under the Agreement, and after such transfer, New Holder shall be considered an “Investor” and a holder of Registrable Securities for all purposes under the Agreement.
2. Agreement. New Holder hereby (a) agrees that the Shares shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if the New Holder were originally a party thereto.
3. Notice. Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s signature below.
NEW HOLDER: ACCEPTED AND AGREED:
Print Name:
Siège social: 9, rue de Bitbourg, L-1273 Luxembourg, Grand-Duché de Luxembourg
Exempted company
Cayman Islands Registrar of Companies: registration number 364940
Siège social: Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Iles de Cayman
COMMON DRAFT TERMS OF CROSS-BORDER MERGER / PROJET COMMUN DE
FUSION TRANSFRONTALIERE
In the year two thousand and [***], on the [***] day of [***].
Before us, Maître [Marc Elvinger], notary residing in [***], Grand Duchy of Luxembourg
THERE APPEARED:
Alvotech Lux Holdings S.A.S., a société par actions simplifiée, existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B258884 (the “Absorbing Company”),
here represented by [***], professionally residing in [Luxembourg], [[by virtue of a proxy, given in [***], on [***]] [pursuant to resolutions of the chairman (président) of the Absorbing Company taken on [***]], and
Oaktree Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands, having its registered office at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands, registered with Cayman Islands Registrar of Companies under registration number 364940 (the “Absorbed Company” and together with the Absorbing Company, the “Merging Companies”),
here represented by [***], professionally residing in [Luxembourg], [[by virtue of a proxy, given in [***], on [***]] [pursuant to resolutions of the board of directors of the Absorbed Company adopted on [***]].
[The said proxies / Extracts of the said corporate authorisations of the Merging Companies] initialled ne varietur by the proxyholder of the appearing parties and the notary, shall remain annexed to this deed to be filed at the same time with the registration authorities.
Such appearing parties have requested the officiating notary to enact the common draft terms of cross-border merger which the Merging Companies, acting through the chairman (président) of the Absorbing Company and the board of directors of the Absorbed Company, declare to draw up as follows:
(the “Draft Terms of Merger”)
The companies involved in the Cross-Border Merger
The Merging Companies have agreed to achieve the contemplated merger by way of absorption of the Absorbed Company by the Absorbing Company (the “Cross-Border Merger”) under the terms of these Draft Terms of Merger, the Cayman Islands plan of merger between the Merging Companies (the “Cayman Plan of Merger”) and pursuant to the provisions of Part XVI of the Companies Act (2021 Revision) (the “Cayman Companies Act”) and Articles 1020-1 to 1021-19 of Chapter 2 on Mergers of the Luxembourg law dated 10 August 1915 on commercial companies, as amended (the “Luxembourg Law”).
Presentation of the Absorbing Company
The Absorbing Company, Alvotech Lux Holdings S.A.S., is a société par actions simplifiée, incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B258884, incorporated pursuant to a deed of Maître Marc Elvinger, notary residing in Ettelbruck, Grand Duchy of Luxembourg, on 23 August 2021, published on the Recueil électronique des sociétés et associations n° RESA_2021_191.217 on 7 September 2021. The articles of association were amended for the last time pursuant to a deed of Maître [***] notary residing in [***], Grand Duchy of Luxembourg, on [***] 2021, published on the Recueil électronique des sociétés et associations n° RESA_[***] on [***].
The Absorbing Company’s financial year begins on 1 January of each year and ends on 31 December of the same year.
On the date hereof and immediately prior to the Effective Time (as defined below), the share capital of the Absorbing Company is forty thousand US dollars (USD 40,000), divided into four million (4,000,000) initial shares with a nominal value of one cent (USD 0.01) each, all fully paid up (the “Initial Shares”). The shares of the Absorbing Company are in registered form only.
As of the date hereof and at the Effective Time, the Absorbing Company has and will have no employees. The Absorbing Company has not instituted a works council or co-determination council and there is no association of employees, which includes amongst its members employees of the Absorbing Company or one of its subsidiaries.
Presentation of the Absorbed Company
The Absorbed Company, Oaktree Acquisition Corp. II, is an exempted company incorporated under the laws of the Cayman Islands, having its registered office at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands, registered with Cayman Islands Registrar of Companies under registration number 364940.
On the date hereof and immediately prior to the Effective Time (as defined below), the authorised share capital of the Absorbed Company is thirty-three thousand one hundred US dollars (USD 33,100), divided into (i) three hundred million (300,000,000) Class A ordinary shares, with a nominal or par value of zero point zero zero zero one US dollar (USD 0.0001), (ii) thirty million (30,000,000) Class B ordinary shares, with a nominal or par value of zero point zero zero zero one US dollar (USD 0.0001) and (iii) one million (1,000,000) preference shares, with a nominal or par value of zero point zero zero zero one US dollar (USD 0.0001). The issued shares in the capital of the Company are fully paid up. The Class A ordinary shares of the Absorbed Company are listed on the New York Stock Exchange.
As of the date hereof and at the Effective Time, the Absorbed Company has and will have no employees.
The Absorbing Company pursuant to the Cross-Border Merger
The Absorbing Company will continue to exist under the name “Alvotech Lux Holdings” in the form of a société par actions simplifiée.
The articles of association of the Absorbing Company at the Effective Time shall be substantially in the form attached hereto as Annex 1 (the “Articles”).
Background and effects of the Cross-Border Merger
The Cross-Border Merger is the first step of the business combination between the Absorbed Company (which is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses) and the Alvotech group (the “Business Combination”).
Legal effects
The Absorbing Company will acquire, as a result of the Cross-Border Merger, all assets and liabilities of the Absorbed Company by way of universal succession at the Effective Time.
As of the Effective Time (as defined below), the Absorbing Company shall be subrogated to all rights and obligations of the Absorbed Company towards third parties. The rights and claims comprised in the assets of the Absorbed Company shall be transferred to the Absorbing Company with all securities, either in rem or personal, attached thereto.
The Absorbing Company will continue as of the Effective Time to perform the obligations of the Absorbed Company under any agreements to which the latter is a party.
Any claims and debts existing as at the Effective Time between the Merging Companies are cancelled upon the completion of the Cross-Border Merger.
The shareholders of the Absorbed Company will become shareholders of the Absorbing Company as of the Effective Time.
The mandates of the current directors of the Absorbed Company will come to an end as of the Effective Time.
The name and address of the Chairman (président) of the Absorbing Company after the Effective Time are:
Helga Tatjana Zharov, professionally residing at Sæmundargata 15-19, 101 Reykjavík, Iceland.
The books and records of the Absorbed Company shall be transferred and kept at the registered office of the Absorbing Company in accordance with applicable laws.
As a result of the Cross-Border Merger, the Absorbed Company shall merge with and into the Absorbing Company and cease to exist without being liquidated and all its shares shall be exchanged into shares of the Absorbing Company.
Effective Time
Pursuant to section 237(15) of the Cayman Companies Act, the Cayman Plan of Merger (together with these Draft Terms of Merger which shall be appended thereto) shall be registered with the Cayman Islands Registrar of Companies.
In accordance with the provisions of Article 1021-16 of the Luxembourg Law, the Cross-Border Merger shall become effective between the Merging Companies and towards third parties on the date of the publication of the minutes of the extraordinary general meeting of the shareholders of the Absorbing Company approving the Cross-Border Merger on the Recueil électronique des sociétés et associations, subject to the prior (i) approval of these Draft Terms of Merger by the relevant corporate bodies of the Absorbed Company and (ii) accomplishment of all relevant acts and formalities required under the laws of the Cayman Islands with regard to the Absorbed Company (including, for the avoidance of doubt, the approval and authorisation, execution, registration and filing of, the Cayman Plan of Merger, and the filing of such other documents required under the Cayman Companies Act with the Cayman Islands Registrar of Companies in accordance with the applicable provisions of the Cayman Companies Act) (the “Effective Time”).
Date as of which the operations of the Absorbed Company shall be treated from an accounting point of view as being carried out on behalf of the Absorbing Company
As of the Effective Time, all operations and transactions of the Absorbed Company shall be treated from an accounting point of view as being carried out on behalf of the Absorbing Company.
Accounting aspects of the merger, share exchange ratio and independent expert
Financial statements used for the Cross-Border Merger
The following financial statements of the Merging Companies were used to determine the terms and conditions of the Cross-Border Merger:1
the interim financial statements as at [***] of the Absorbing Company (the “Absorbing Company FS”); and
the [annual [audited] accounts as at [***] / interim financial statements as at [***]] of the Absorbed Company (the “Absorbed Company FS”).
Valuation of the transferred assets and liabilities
To be determined at execution.
The terms and conditions of the Cross-Border Merger have been determined on the basis of the Absorbed Company FS and the Absorbing Company FS.
The fair market value of the assets and liabilities of each of the Absorbed Company and the Absorbing Company are reflected in the Absorbed Company FS and the Absorbing Company FS respectively.
It being understood that the Absorbed Company received USD 250,000,000 from its initial public offering of units, consummated on September 21, 2020 (the “IPO”) and sale of private placement warrants purchased in a private placement in connection with the IPO, which was placed into a trust account (the “Trust Account”) immediately following the IPO. In accordance with the Memorandum of Association of the Absorbed Company, the funds held in the Trust Account will be released upon the consummation of the Business Combination.
Thus, if the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) shareholders of the Absorbed Company who properly exercise their redemption rights and (ii) cash consideration pursuant to the Business Combination Agreement. Any additional funds available for release from the Trust Account will be used for general corporate purposes of the Absorbing Company following the Business Combination.
The Absorbed Company has further issued warrants as described under section 6.
Exchange ratio
Each Class A ordinary share or Class B ordinary share in the capital of the Absorbed Company issued and outstanding immediately prior to the Effective Time (and that is not, at the Effective Time, redeemed, cancelled and/or held in treasury by the Absorbed Company) shall be automatically exchanged for one (1) ordinary share in the share capital of the Absorbing Company (the “Exchange Ratio”).
Any holder of class A ordinary shares of the Absorbed Company may request the redemption by the Absorbed Company of the class A ordinary shares of the Absorbed Company held for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, as of two business days prior to the consummation of the Business Combination and the Effective Time, including interest earned on the funds held in the Trust Account and not previously released to the Absorbed Company to pay its franchise and income taxes, upon the consummation of the Business Combination. Such holder of class A ordinary shares of the Absorbed Company will be restricted from seeking redemption rights with respect to 15% or more of the class A ordinary shares of the Absorbed Company, all class A ordinary shares of the Absorbed Company in excess of 15% owned by a holder will not be redeemed.
Independent expert
The Exchange Ratio so established by the chairman (président) of the Absorbing Company and the board of directors of the Absorbed Company [has been/shall be] submitted for evaluation purposes to:
[name and details of the independent expert] for the Absorbing Company and to [name and details of the independent expert] for the Absorbed Company (the “Merger Experts”), independent experts appointed in accordance with Article 1021-6 of the Luxembourg Law.
Delivery of shares
New shares in the share capital of the Absorbing Company shall be issued and allotted to the shareholders of the Absorbed Company by application of the Exchange Ratio.
The Absorbing Company shall thus increase its share capital by an amount corresponding to the sum of (i) the nominal value of the shares issued, i.e. [one cent (0.01 USD)], multiplied by a number corresponding to the number of shares issued and not redeemed by the Absorbed Company at the Effective Time.2
The new shares will be registered in the share register of the Absorbing Company in the name of the shareholders of the Absorbed Company (of which evidence may be obtained at the registered office of the Absorbing Company).
The new shares issued by the Absorbing Company further to the Cross-Border Merger shall carry the right to participate in the profits and/or losses of the Absorbing Company as from the Effective Time.
Special rights for the shareholders and for the holders of other securities
Subject to the following paragraphs, neither the Absorbing Company nor the Absorbed Company have issued securities other than shares and no special rights shall be conferred by the Absorbing Company to the shareholders or holders of other securities in the Absorbed Company.
The Absorbed Company has issued ten million nine hundred sixteen thousand six hundred sixty-seven (10,916,667) warrants to purchase one Class A ordinary share of the Absorbed Company at a price of $11.50 per Class A ordinary share, subject to certain adjustments (the “Parent Warrants” or each a “Parent Warrant”).
As a result of the Merger, each Parent Warrant that is outstanding immediately prior to the Effective Time shall automatically cease to represent a right to acquire class A ordinary shares of the Absorbed Company and shall automatically represent, immediately following the Effective Time, a right to acquire ordinary shares of the Absorbing Company (a “Converted Warrant”) on the same contractual terms and conditions to which such Parent Warrants are subject to as of immediately prior to the Effective Time and as further described in the warrant assumption agreement attached hereto, including, that, each Converted Warrant: (a) shall represent the right to acquire the number of ordinary shares of the Absorbing Company equal to the number of ordinary shares of the Absorbed Company subject to each such Parent Warrant immediately prior to the Effective Time; (b) shall have an exercise price of $11.50 per whole warrant required to purchase one ordinary share of the Absorbing Company; and (c) shall expire on the five (5) year anniversary of the Effective Time.
Special advantages to the Merger Experts and/or any members of the management, supervisory or controlling bodies of the Merging Companies
No special advantages will be granted to the Merger Experts and/or any members of the management, supervisory or controlling bodies of the Merging Companies.
Repercussions of the Cross-Border Merger on employment
As none of the Merging Companies has employees, the Cross-Border Merger will have no impact on employment.
Ratio and nominal value to be confirmed by Alvotech.
Information regarding the Cross-Border Merger
The Draft Terms of Merger shall be published on the Recueil électronique des sociétés et associations at least one (1) month prior to the date set for the extraordinary general meetings of shareholders of the Absorbing Company to approve the Cross-Border Merger.
The following documents shall be held available for inspection by the shareholders of each of the Merging Companies at its registered office or on its website, as applicable, at least one (1) month prior to the date set for the extraordinary general meetings of shareholders of the Merging Companies due to approve the Cross-Border Merger:
the Draft Terms of Merger;
[the annual accounts and the management reports for the last three (3) financial years of each of the Absorbed Company, if applicable];
[interim accounts of each of the Merging Companies dated [***]];3
the reports from the chairman (président) of the Absorbing Company and the [relevant corporate body] of the Absorbed Company explaining the Draft Terms of Merger from a legal and economical point of view, in accordance with Article 1021-5 of the Luxembourg Law; and
the reports from one or several independent experts in accordance with Article 1021-6 of the Luxembourg Law.
Creditor rights
Creditors rights under Luxembourg law
Creditors of the Merging Companies, whose claims predate the Effective Time, notwithstanding any agreement to the contrary, may apply, within two (2) months of such Effective Time, to the judge presiding the chamber of the Tribunal d’Arrondissement dealing with commercial matters in the district in which the registered office of the debtor company is located and sitting as in commercial and urgent matters, to obtain adequate safeguards of collateral for any matured or unmatured debts, where they can credibly demonstrate that due to the Cross-Border Merger, the satisfaction of their claims is at stake and that no adequate safeguards have been obtained from the company. The president of such chamber shall reject the application if the creditor is already in possession of adequate safeguards or if such safeguards are unnecessary, having regard to the financial situation of the company after the Cross-Border Merger. The debtor company may cause the application to be turned down by paying the creditor, even if it is a term debt.
If the safeguards are not provided within the time limit prescribed, the debt shall immediately fall due.
Further information on the creditors protection applicable to the creditors of the relevant Merging Company can be obtained free of charge at the registered office of each Merging Company.
Right of opposition of creditors under Cayman Islands law
The Absorbed Company has granted no fixed or floating security interests that are outstanding as at the date hereof.
For the purpose of the execution hereof and of the deeds or minutes that shall follow or result herefrom, the Merging Companies elect domicile at their respective registered offices.
This document is worded in English followed by a French version. In case of divergences between the English and the French text, the English version shall prevail.
The annex to this Draft Terms of Merger forms an integrated part of this Draft Terms of Merger.
Suit la traduction française du texte qui précède.
[***]
ARTICLES OF ASSOCIATION OF THE ABSORBING COMPANY
WARRANTS ASSUMPTION AGREEMENT
STATUTS DE LA SOCIÉTÉ ABSORBANTE
CAYMAN PLAN DE FUSION
CONTRAT DE TRANSFERT DES WARRANTS
FORM OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION1
NAME - PURPOSE - DURATION - REGISTERED OFFICE
1 Name - Legal form
There exists a public limited company (société anonyme) under the name “[Alvotech Lux Holdings S.A.]2” (the “Company”) which shall be governed by the law of 10 August 1915 on commercial companies, as amended (the “Law”), as well as by the present articles of association.
2 Purpose
The purpose of the Company is the holding of participations in any form whatsoever in Luxembourg and foreign companies and in any other form of investment, the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, management, control and development of its portfolio.
The Company may grant loans to, as well as guarantees or security for the benefit of third parties to secure its obligations and obligations of other companies in which it holds a direct or indirect participation or right of any kind or which form part of the same group of companies as the Company, or otherwise assist such companies.
The Company may raise funds through borrowing in any form or by issuing any kind of notes, securities or debt instruments, bonds and debentures and generally issue securities of any type.
The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it considers useful for the accomplishment of these purposes.
3 Duration
The Company is incorporated for an unlimited period of time.
It may be dissolved at any time by a resolution of the general meeting of shareholders adopted in the manner required for an amendment of these articles of association.
4 Registered office
The registered office of the Company is established in the City of Luxembourg, Grand Duchy of Luxembourg.
The board of directors may transfer the registered office of the Company within the same municipality or to any other municipality in the Grand Duchy of Luxembourg and, if necessary, subsequently amend these articles of association to reflect such change of registered office.
NTD: Form after Second Merger.
NTD: name to be confirmed.
Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by a resolution of the board of directors.
In the event that the board of directors determines that extraordinary political, economic or social circumstances or natural disasters have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances; such temporary measures shall not affect the nationality of the Company which, notwithstanding the temporary transfer of its registered office, shall remain a Luxembourg company.
SHARE CAPITAL – SHARES
5 Share capital
The Company’s share capital is set at [***] United States dollars (USD [***]), represented by [***] ([***]) ordinary shares (the “Shares”), each having a nominal value of one cent (USD 0.01).
The Company’s share capital may be increased or reduced by a resolution of the general meeting of shareholders adopted in the manner required for an amendment of these articles of association or as set out in Article 6 hereof.
Any new Shares to be paid for in cash shall be offered by preference to the existing shareholder(s). In case of a plurality of shareholders, such Shares shall be offered to the shareholders holding the same class of shares in proportion to the number of Shares of that class held by them in the Company’s share capital. The board of directors shall determine the time period during which such preferential subscription right may be exercised, which may not be less than fourteen (14) days from the date of publication of the offer on the Recueil électronique des sociétés et associations and in a Luxembourg newspaper or, in case of registered shares, of dispatch of a registered mail or any other means of communication individually accepted by the addressees and ensuring access to the information sent to the shareholders announcing the opening of the subscription period.
The general meeting of shareholders may limit or cancel the preferential subscription right of the existing shareholders subject to quorum and majority required for an amendment of these articles of association. Notwithstanding the above, the board of directors may limit or cancel the preferential subscription right of the existing shareholders in accordance with Article 6 hereof.
If after the end of the subscription period not all of the preferential subscription rights offered to the existing shareholders have been subscribed by the latter, third parties may be allowed to participate in the share capital increase, except if the board of directors decides that the preferential subscription rights shall be offered to the existing shareholders who have already exercised their rights during the subscription period, in proportion to the portion that their Shares represent in the share capital; the modalities for the subscription to be determined by the board of directors. The board of directors may also decide in such case that the share capital shall only be increased by the amount of subscriptions received by the existing shareholders of the Company.
The Company may repurchase its own Shares subject to the provisions of the Law, and in conformity with all other applicable laws and regulations, including any rules and regulations of a foreign stock exchange or securities settlement system on which the Company’s shares are traded.
6 Authorised capital
The authorised capital, excluding the share capital, is set at sixty million United States dollars (USD 60,000,000), consisting of six billion (6,000,000,000) Shares, each having a nominal value of one cent (USD 0.01). During a period of five (5) years from the date of incorporation or any subsequent resolutions to create, renew or increase the authorised capital pursuant to this article, the board of directors is hereby authorised and empowered within the limits of the authorised capital to (i) realise for any reason whatsoever including, any issue in one or several successive tranches of (a) any subscription and/or conversion rights, including warrants (which may be issued separately or attached to Shares, bonds, options, notes or similar instruments), convertible bonds, notes or similar instruments (the “Share Rights”) as well as (b) new Shares, with or without share premium, against payment in cash or in kind, by conversion of claims on the Company, by way of conversion of available reserves or in any other manner; (ii) determine the place and date of the issue or the successive issues, the issue price, the terms and conditions of the subscription of and paying up on the new Shares; (iii) remove or limit the preferential subscription right of the shareholders in case of issue against payment in cash of Shares, warrants (which may be separate or attached to Shares, bonds, notes or similar instruments), convertible bonds, notes or similar instruments, and (iv) confirm by way of a notarial deed within the legal deadline each and any share capital increase effectuated within the limits of the authorised capital and to amend Article 5.1 and Article 6.1 accordingly. The Shares to be issued upon exercise of any Share Rights may be issued beyond the initial authorized capital period of five (5) years as long as the Share Rights were issued within the relevant initial authorized capital period of five (5) years.
During a period of up to five (5) years from the date of the resolutions of the general meeting of the shareholders granting such authorisation to the board of directors or its subsequent renewal(s) and subject to the provisions of the Law, the board of directors is hereby authorised and empowered to (i) repurchase Shares, each having a nominal value of one cent (USD 0.01), in one or more occasions, (ii) determine the moment and place of repurchase of the Shares, (iii) proceed with the cancellation of the Shares so repurchased and the subsequent share capital reduction, (iv) allocate the amount of the share capital reductions to the shareholders of the Company, provided that in case such repurchase is made for value, the consideration payable for such shares shall be determined by the board of directors and shall not be lower than the nominal value of the repurchased Shares, and (v) record by way of a notarial deed each and any share capital reduction effectuated within the limits of this Article 6.2 and to amend Article 5.1 accordingly.
The above authorisations may be renewed through a resolution of the general meeting of the shareholders adopted in the manner required for an amendment of these articles of association and subject to the provisions of the Law, each time for a period not exceeding five (5) years.
7 Shares – Transfer of Shares
The Company may have one or several shareholders.
Death, suspension of civil rights, dissolution, bankruptcy or insolvency or any other similar event regarding any of the shareholders shall not cause the dissolution of the Company.
The shares of the Company are in registered form.
The Company will recognise only one (1) holder per share. In case a share is owned by several persons, they shall appoint a single representative who shall represent them in respect of the Company. The Company has the right to suspend the exercise of all rights attached to that share, except for relevant information rights, until such representative has been appointed.
Subject to any contractual agreement to which the Shares or the shareholders may be subject to and the present articles of association, the shares are freely transferable in accordance with the provisions of the Law.
A register of shares shall be kept by the Company at its registered office, where it shall be available for inspection by any shareholder. This register shall contain all the information required by the Law. Ownership of ordinary shares will be established by registration in said register, or in the event separate registrars have been appointed pursuant to article 7.7, in such separate register(s). Without prejudice to the conditions for transfer by book entries provided for in article 7.9 of these articles of association, a transfer of Shares shall be carried out by means of a declaration of transfer entered in the relevant register, dated and signed by the transferor and the transferee or by their duly authorised representatives or by the Company upon notification of the transfer or acceptance of the transfer by the Company. The Company may accept and enter in the relevant register a transfer on the basis of correspondence or other documents recording the agreement between the transferor and the transferee.
The Company may appoint registrars in different jurisdictions who may each maintain a separate register for the Shares entered therein. Shareholders may elect to be entered into one of these registers and to transfer their Shares to another register so maintained. The board of directors may however impose transfer restrictions for Shares in compliance with applicable trading restrictions. A transfer to the register kept at the Company’s registered office may always be requested.
Subject to the provisions of article 7.9 and article 7.10, the Company may consider the person in whose name the Shares are registered in the register of shareholders as the full owner of such Shares. In the event that a holder of Shares does not provide an address in writing to which all notices or announcements from the Company may be sent, the Company may permit a notice to this effect to be entered into the register of shareholders and such holder’s address will be deemed to be at the registered office of the Company or such other address as may be so entered by the Company from time to time, until a different address shall be provided to the Company by such holder in writing. The holder may, at any time, change his address as entered in the register of shareholders by means of written notification to the Company.
The Shares may be held by a holder (the “Holder”) through a securities settlement system or a Depositary (as this term is defined below). The Holder of Shares held in such fungible securities accounts has the same rights and obligations as if such Holder held the Shares directly. The Shares held through a securities settlement system or a Depositary shall be recorded in an account opened in the name of the Holder and may be transferred from one account to another in accordance with customary procedures
for the transfer of securities in book-entry form. However, the Company will make dividend payments, if any, and any other payments in cash, Shares or other securities, if any, only to the securities settlement system or Depositary recorded in the register of shareholders or in accordance with the instructions of such securities settlement system or Depositary. Such payment will grant full discharge of the Company’s obligations in this respect.
All communications and notices to be given to a registered shareholder shall be deemed validly made if made to the latest address communicated by the shareholder to the Company in accordance with article 7.8 or, if no address has been communicated by the shareholder, the registered office of the Company or such other address as may be so entered by the Company in the register from time to time according to article 7.9.
Where Shares are recorded in the register of shareholders in the name of or on behalf of a securities settlement system or the operator of such system and recorded as book-entry interests in the accounts of a professional depositary or any sub-depositary (any depositary and any sub-depositary being referred to hereinafter as a “Depositary”), the Company will permit the Depositary of such book-entry interests to exercise the rights attaching to the Shares corresponding to the book-entry interests of the relevant Holder, including receiving notices of general meetings, admission to and voting at general meetings, and shall consider the Depositary to be the holder of the Shares corresponding to the book-entry interests for purposes of this Article 7.11 of the present articles of association. The board of directors may determine the formal requirements with which such certificates from such Depositary must comply and the exercise of the rights in respect of such Shares may in addition be subject to the internal rules and procedures of the securities settlement system.
In connection with a general meeting of shareholders, the board of directors may decide that no entry shall be made in the register of shareholders and no notice of a transfer shall be recognised for voting purposes by the Company and any Depositary or registrar(s) during the period starting on the Record Date (as hereinafter defined) and ending on the closing of such general meeting, subject to compliance with the applicable rules of any foreign stock exchange, if the Shares of the Company are listed on a foreign stock exchange.
GENERAL MEETINGS OF SHAREHOLDERS
8 Powers of the general meeting of shareholders
The shareholders exercise their collective rights in the general meeting of shareholders. Any regularly constituted general meeting of shareholders of the Company shall represent the entire body of shareholders of the Company. The general meeting of shareholders is vested with the powers expressly reserved to it by the Law and by these articles of association.
If the Company has only one shareholder, any reference made herein to the “general meeting of shareholders” shall be construed as a reference to the “sole shareholder”, depending on the context and as applicable and powers conferred upon the general meeting of shareholders shall be exercised by the sole shareholder.
9 Convening of general meetings of shareholders
The general meeting of shareholders of the Company may at any time be convened by the board of directors, to be held at such place and on such date as specified in the notice of such meeting. The board of directors shall convene the annual general meeting of shareholders within a period of six (6) months after the end of the Company’s financial year. Other general meetings of shareholders may be held at such place and time as may be specified in the respective notices of meeting.
The general meeting of shareholders must be convened by the board of directors upon the written request of one or several shareholders representing at least ten per cent (10%) of the Company’s share capital.
The convening notice for every general meeting of shareholders shall contain the date, time, place and agenda of the meeting and may be made through announcements filed with the Luxembourg Trade and Companies Register and published at least thirty (30) days before the meeting, on the Recueil électronique des sociétés et associations and in a Luxembourg newspaper. In such case, notices by mail shall be sent at least eight (8) days before the meeting to the registered shareholders by ordinary mail (lettre missive). Alternatively, the convening notices may be exclusively made by registered mail in case the Company has only issued registered Shares or if the addressees have individually agreed to receive the convening notices by another means of communication ensuring access to the information, by such means of communication. If the Shares of the Company are listed on a foreign stock exchange, the requirements of such foreign stock exchange applicable to the Company shall additionally be complied with. If all of the shareholders are present or represented at a general meeting of shareholders and have waived any convening requirements, the meeting may be held without prior notice or publication.
If the Shares of the Company are listed on a foreign stock exchange, all shareholders of the Company are entitled to be admitted to any general meeting of shareholders provided, however, that the board of directors may determine a date and time preceding the general meeting of shareholders as the record date for admission to such meeting, which may not be less than eight (8) calendar days prior to (and excluding) the date of the general meeting (the “Record Date”).
Shareholders holding individually or collectively at least ten (10) per cent of the issued share capital of the Company, may request the addition of one or several new items on the agenda of the general meeting. This right shall be exercised upon request of the shareholders in writing submitted to the Company by registered letter at the address of the registered office of the Company. The requests shall include the details requested in the convening notice. The requests from the shareholders shall be received by the Company no later than eight (8) calendar days before the general meeting.
With respect to Shares which are not listed on a stock exchange, any Shareholder who holds one or more of such non-listed Share(s) of the Company, who is registered in the share register of the Company relating to such non-listed Shares on the Record Date, shall be admitted to the relevant general meeting.
10 Conduct of general meetings of shareholders
The annual general meeting of shareholders shall be held within six (6) months of the end of the financial year in the Grand Duchy of Luxembourg at the registered office of the Company or at such other place in the Grand Duchy of Luxembourg as may be specified in the convening notice of such meeting. Other meetings of shareholders may be held at such place and time as may be specified in the respective convening notices. Holders of bonds are not entitled to attend meetings of shareholders.
A board of the meeting (bureau) shall be formed at any general meeting of shareholders, composed of a chairman, a secretary and a scrutineer who need neither be shareholders nor members of the board of directors. The board of the meeting shall ensure that the meeting is held in accordance with applicable rules and, in particular, in compliance with the rules in relation to convening, majority requirements, vote tallying and representation of shareholders.
An attendance list must be kept at all general meetings of shareholders.
A shareholder may act at any general meeting of shareholders by appointing another person as his proxy in writing or by facsimile, electronic mail or any other similar means of communication. One person may represent several or even all shareholders.
Shareholders taking part in a meeting by conference call, through video conference or by any other means of communication allowing for their identification, allowing all persons taking part in the meeting to hear one another on a continuous basis and allowing for an effective participation of all such persons in the meeting, are deemed to be present for the computation of the quorums and votes, subject to such means of communication being made available at the place of the meeting.
The board of directors may in its sole discretion authorize each shareholder to vote at a general meeting through a signed voting form sent by post, electronic mail, facsimile or any other means of communication authorised by the board of directors to the Company’s registered office or to the address specified in the convening notice. Subject to such authorization by the board of directors, the shareholders may only use voting forms provided by the Company which contain at least the place, date and time of the meeting, the agenda of the meeting, the proposals submitted to the shareholders, as well as for each proposal three (3) boxes allowing the shareholder to vote in favour thereof, against, or abstain from voting by ticking the appropriate box. The Company will only take into account voting forms received prior to the general meeting of shareholders to which they relate. For the avoidance of doubt, shareholders may not vote by voting forms where the board of directors has not authorized such voting method for a given general meeting.
Voting forms which, for a proposed resolution, do not show (i) a vote in favour of the proposed resolution, (ii) a vote against the proposed resolution or (iii) an abstention from voting on the proposed resolution, are void with respect to such resolution. If a shareholder votes by means of a voting form, the voting form shall be deposited at the registered office of the Company or with an agent of the Company duly authorised to receive such voting forms. The Company shall only take into account voting forms received no later than two (2) business days prior to the date of the general meeting to which they relate. The board of directors may set a shorter period for the submission of the voting forms.
If a shareholder votes by means of proxy, the proxy shall be deposited at the registered office of the Company or with an agent of the Company duly authorised to receive such proxies. The Company shall only take into account proxies received no later than two (2) business days prior to the date of the general meeting to which they relate.
A holder of Shares held through the operator of a securities settlement system or with a Depositary wishing to attend a general meeting must provide the Company with a certificate issued by such operator or Depositary certifying the number of Shares recorded in the relevant account on the Record Date and showing that such Shares are blocked until the closing of the general meeting to which it relates. Such certificate must be provided to the Company no later than two (2) business days prior to the date of such general meeting. If such holder of Shares votes by means of a proxy, article 10.8 of these articles of association shall apply.
The board of directors may determine further conditions that must be fulfilled by the shareholders for them to take part in any general meeting of shareholders and shorten or prolong periods for receipt of proxies and voting forms in the convening notice.
In connection with each general meeting, the board of directors is authorized to provide such rules of deliberations and such conditions for allowing shareholders to take part in the meeting as the board of directors deems appropriate.
Except to the extent inconsistent with the rules and conditions as adopted by the board of directors, the person presiding over the general meeting shall have the power and authority to prescribe such additional rules and conditions and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting. Such rules and conditions, whether adopted by the board of directors or prescribed by the person presiding over the meeting, may include, in each case to the extent permitted by applicable law:
determining the order of business for the meeting subject to compliance with the agenda for the meeting;
rules and procedures for maintaining order at the meeting and the safety of those present;
limitations on attendance at or participation in the meeting to shareholders of record, their duly authorized and constituted attorneys or such other persons as the person presiding over the meeting shall determine;
restrictions on entry to the meeting after the time fixed for the commencement thereof; and
limitations on the time allotted to questions or comments by participants.
11 Quorum, majority and vote
Each share entitles to one vote in general meetings of shareholders.
Subject to the rules of the applicable stock exchange, if any, on which a Share is listed, the board of directors may suspend the voting rights of any shareholder in breach of his/her/its obligations under any relevant contractual arrangement entered into by such shareholder. A shareholder may individually decide not to exercise, temporarily or permanently, all or part of his voting rights. The waiving shareholder is bound by such waiver and the waiver is mandatory for the Company upon notification to the latter.
Subject to the rules of the applicable stock exchange, if any, on which a Share is listed, in case the voting rights of one of several shareholders are suspended or the exercise of the voting rights has been waived by one or several shareholders in accordance with Article 11.2, such shareholders may attend any general meeting of the Company but the shares they hold are not taken into account for the determination of the conditions of quorum and majority to be complied with at the general meetings of the Company.
Except as otherwise required by the Law or these articles of association, resolutions at a general meeting of shareholders duly convened shall not require any quorum and shall be adopted at a simple majority of the votes validly cast regardless of the portion of capital represented. Abstentions and nil votes shall not be taken into account.
12 Amendments of the articles of association
Except as otherwise provided herein or by the Law, these articles of association may be amended by a majority of at least two thirds of the votes validly cast at a general meeting at which a quorum of more than half of the Company’s share capital is present or represented. If no quorum is reached in a meeting, a second meeting may be convened in accordance with the provisions of Article 9.3, which may deliberate regardless of the quorum and at which resolutions are adopted at a majority of at least two thirds of the votes validly cast. Abstentions and nil votes shall not be taken into account.
Subject to the rules of the applicable stock exchange, if any, on which a Share is listed, in case voting rights of one of several shareholders are suspended or the exercise of the voting rights has been waived by one or several shareholders in accordance with Article 11.2, the provisions of Article 11.3 of these Articles of Association apply mutatis mutandis.
Article 13 Change of nationality
The shareholders may change the nationality of the Company by a resolution of the general meeting of shareholders adopted in the manner required for an amendment of these articles of association.
14 Adjournment of general meeting of shareholders
Subject to the provisions of the Law, the board of directors may, during the course of any general meeting, adjourn such general meeting for four (4) weeks. The board of directors shall do so at the request of one or several shareholders representing at least ten per cent (10%) of the share capital of the Company. In the event of an adjournment, any resolution already adopted by the general meeting of shareholders shall be cancelled.
15 Minutes of general meetings of shareholders
The board of any general meeting of shareholders shall draw up minutes of the meeting which shall be signed by the members of the board of the meeting as well as by any shareholder upon its request.
Any copy and excerpt of such original minutes to be produced in judicial proceedings or to be delivered to any third party, shall be certified as a true copy of the original by the notary having had custody of the original deed in case the meeting has been recorded in a notarial deed, or shall be signed by the chairman of the board of directors, if any, or by any two (2) of its members.
16 Rules applicable in case of listing on a EU Regulated Market
In case the shares of the Company are admitted to trading on a regulated market within the meaning of Directive 2014/65/EU within the territory of the European Economic Area (the “EU Regulated Market”), the provisions of these articles of association shall apply with the following amendments and supplements:
Article 9.3 shall be replaced as follows: The convening notice for any general meeting of shareholders must contain (a) the agenda of the meeting, (b) the place, date and time of the meeting, (c) the description of the procedures that Shareholders must comply with in order to be able to participate and cast their votes in the general meeting, (d) statement of the Record Date and the manner in which shareholders have to register and a statement that only those who are shareholders on that date shall have the right to participate and vote in the general meeting, (e) indication of the postal and electronic addresses where and how the full unbridged text of the documents to be submitted to the general meeting and the draft resolutions may be obtained and (f) indication of the address of the internet site on which this information is available. Such notice shall take the form of announcements published (i) at least thirty (30) days before the meeting, in the Recueil Electronique des Sociétés et Associations and in a Luxembourg newspaper and (ii) in a manner ensuring fast access to it on a non-discriminatory basis in such media as may reasonably be relied upon for the effective dissemination of information throughout the European Economic Area. A notice period of at least seventeen (17) days applies, in case of a second or subsequent convocation of a general meeting convened for lack of quorum required for the meeting convened by the first convocation, provided that this Article 9.3 has been complied with for the first convocation and no new item has been put on the agenda. In case the Shares are listed on a foreign stock exchange, the notices shall in addition be published in such other manner as may be required by laws, rules or regulations applicable to such stock exchange from time to time. If all of the shareholders are present or represented at a general meeting of shareholders and have waived any convening requirements, the meeting may be held without prior notice or publication.
Article 9.4 shall be replaced as follows: Any shareholder who holds one or more Shares of the Company at 00:00 (midnight Luxembourg time) on the date falling fourteen (14) days prior to (and excluding) the date of the general meeting (the “Record Date”) shall be admitted to the relevant general meeting of shareholders. Any Shareholder who wishes to attend the general meeting must inform the Company thereof at the latest on the Record Date, in a manner to be determined by the board of directors in the convening notice. In case of Shares held through or with a professional depository or sub-depository designated by such depository, a holder of Shares wishing to attend a general meeting of shareholders should receive from such operator or depository or sub-depository a certificate certifying the number of Shares recorded in the relevant account on the Record Date. The certificate should be submitted to the Company at its registered address no later than three (3) business days prior to the date of the general meeting. In the event that the Shareholder votes through proxies, the proxy has to be deposited at the registered office of the Company at the same time or with any agent of the Company, duly authorised to receive such proxies. The board of directors may set a shorter period for the submission of the certificate or the proxy.
Article 9.5 shall be replaced as follows: One or several Shareholders, representing at least five percent (5%) of the Company’s issued share capital, may (i) request to put one or several items to the agenda of any general meeting of shareholders, provided that such item is accompanied by a justification or a draft resolution to be adopted in the general meeting, or (ii) table draft resolutions for items included or to be included on the agenda of the general meeting. Such requests must be sent to the Company’s registered office in writing by registered letter or electronic means at least twenty-two (22) days prior to the date of the general meeting and include the postal or electronic address of the sender. In case such request entails a modification of the agenda of the relevant meeting, the Company will make available a revised agenda at least fifteen (15) days prior to the date of the general meeting.
Within fifteen (15) days following the general meeting of Shareholders, the Company shall publish on its website the voting results.
17 Composition and powers of the board of directors, board rules
The Company shall be managed by a board of directors composed of at least three (3) directors (but in all cases an odd number), which shall be appointed pursuant to these articles of association and any nomination agreement to which the Company is a party as may be further determined in the board rules adopted by the board of directors. The directors shall be appointed by the general meeting of shareholders which shall determine their number, fix their remuneration, and their term of office, which may not exceed three (3) years. Directors may be reappointed for successive terms.
The board of directors is vested with the broadest powers to act in the name of the Company and to take any action necessary or useful to fulfill the Company’s corporate purpose, with the exception of the powers reserved by the Law or by these Articles of Association to the general meeting of shareholders.
The board of directors shall determine its own rules of procedure and may create one or several committees. The composition and the powers of such committee(s), the terms of the appointment, removal, remuneration and duration of the mandate of its/their members, as well as its/their rules of procedure are determined by the board of directors. The board of directors shall be in charge of the supervision of the activities of the committee(s). For the avoidance of doubt, such committees shall not constitute management committee in the sense of Article 441-11 of the Law.
The board of directors may, unanimously, pass resolutions by circular means when expressing its approval in writing, by facsimile, electronic mail or any other similar means of communication. Each director may express his consent separately, the entirety of the consents evidencing the adoption of the resolutions. The date of such resolutions shall be the date of the last signature.
18 Daily management
The daily management of the Company as well as the representation of the Company in relation to such daily management may be delegated to one or more directors, officers or other agents, acting individually or jointly. Their appointment, removal and powers shall be determined by a resolution of the board of directors.
19 Appointment, removal and term of office of directors
The directors shall be appointed by the general meeting of shareholders which shall determine their remuneration and term of office.
Each director is appointed by the general meeting of shareholders at a simple majority of the votes validly cast.
Any director may be removed from office at any time with or without cause by the general meeting of shareholders at a simple majority of the votes validly cast.
If a legal entity is appointed as director of the Company, such legal entity must designate a physical person as permanent representative who shall perform this role in the name and on behalf of the legal entity. The relevant legal entity may only remove its permanent representative if it appoints a successor at the same time. An individual may only be a permanent representative of one (1) director of the Company and may not be himself a director of the Company at the same time.
20 Vacancy in the office of a director
In the event of a vacancy in the office of a director because of death, legal incapacity, bankruptcy, resignation or otherwise, this vacancy may be filled on a temporary basis and for a period of time not exceeding the initial mandate of the replaced director by the remaining directors until the next meeting of shareholders which shall resolve on the permanent appointment in compliance with the applicable legal provisions.
In case the vacancy occurs in the office of the Company’s sole director, such vacancy must be filled without undue delay by the general meeting of shareholders.
21 Conflict of interests
Save as otherwise provided by the Law, any director who has, directly or indirectly, a financial interest conflicting with the interest of the Company in connection with a transaction falling within the competence of the board of directors, must inform the board of directors of such conflict of interest and must have his declaration recorded in the minutes of the board meeting. The relevant director may not take part in the discussions relating to such transaction nor vote on such transaction. Any such conflict of interest must be reported to the next general meeting of shareholders prior to such meeting taking any resolution on any other item.
Where the Company comprises a single director, transactions made between the Company and the director having an interest conflicting with that of the Company are only mentioned in the resolution of the sole director.
Where, by reason of a conflicting interest, the number of directors required in order to validly deliberate is not met, the board of directors may decide to submit the decision on this specific item to the general meeting of shareholders.
The conflict of interest rules shall not apply where the decision of the board of directors or the sole director relates to day-to-day transactions entered into under normal conditions.
The daily manager(s) of the Company, if any, are subject to articles 21.1 to 21.4 of these articles of association provided that if only one (1) daily manager has been appointed and is in a situation of conflicting interests, the relevant decision shall be adopted by the board of directors.
22 Dealing with third parties
The Company shall be bound towards third parties in all circumstances by the joint signature of any two (2) directors or by the joint signature or the sole signature of any person(s) to whom such signatory power may have been delegated by the board of directors within the limits of such delegation.
Within the limits of the daily management, the Company shall be bound towards third parties by the signature of any person(s) to whom such power may have been delegated, acting individually or jointly in accordance within the limits of such delegation.
23 Indemnification
The members of the board of directors, officers, employees and agents of the Company are not held personally liable for the indebtedness or other obligations of the Company. As agents of the Company, they are responsible for the performance of their duties. Subject to the exceptions and limitations listed in article 23.2 and mandatory provisions of law, every person who is, or has been, a member of the board of directors, officer (mandataire) or agent of the Company (and any other persons to which applicable law permits the Company to provide indemnification, including any person who is or was a director or officer of the Company, is or was serving at the request of the Company as a director, officer (mandataire), employee or agent of another company, partnership, joint venture, trust or other enterprise or employee benefit plan) (collectively, the “Covered Persons”), shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by them in connection with any claim, action, suit or proceeding which they become involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof. If applicable law is amended after approval of this Article 23 to authorize corporate action further eliminating or limiting the personal liability of Covered Persons, then the liability of a Covered Person to the Company shall be eliminated or limited to the fullest extent permitted by applicable law as so amended. The words “claim”, “action”, “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” shall include without limitation attorneys’ fees, costs, judgments, amounts paid in settlement and other liabilities.
Expenses (including attorneys’ fees) incurred by a Covered Person in defending any claim (save for fraud, negligence or willful misconduct’s claims) shall be paid by the Company in advance of the final disposition of such claim upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article 23. Such expenses (including attorneys’ fees) incurred by former Covered Persons may be so paid upon such terms and conditions, if any, as the Company deems appropriate.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 23 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this present articles of association, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Company that indemnification of the persons specified in this Article 23 shall be made to the fullest extent permitted by law.
Any repeal or modification of this Article 23 by the shareholders of the Company shall only be prospective and shall not affect the rights to indemnification and to the advancement of expenses of a Covered Person or protections or increase the liability of any Covered Person under this Article 23 in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
No indemnification shall be provided to any Covered Person (i) against any liability by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (ii) with respect to any matter as to which he or she shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company or (iii) in the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the board of directors. The termination of any claim, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any claim, had reasonable cause to believe that such person’s conduct was unlawful.
The right of indemnification herein provided shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect or limit any rights to indemnification to which corporate personnel, including Covered Persons, may be entitled by contract or otherwise under law. The Company shall specifically be entitled to provide contractual indemnification to and may purchase and maintain insurance for any corporate personnel, including Covered Persons, as the Company may decide upon from time to time.
Notwithstanding any rights to indemnification, advancement of expenses and/or insurance that may be provided by any persons who is a pension fund, private investment fund or institutional lender or any wholly owned subsidiary of the foregoing, including for the avoidance of doubt, Oaktree Capital Management, L.P. and each of its managed funds and each affiliate of the foregoing (other than the Company and its subsidiaries) (collectively, the “Other Indemnitors”), to a Covered Person, with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, the Company: (i) shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Persons are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons and shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against any of the Other Indemnitors. No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to any claim for which Covered Persons have sought indemnification from the Company shall affect the immediately preceding sentence, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Covered Persons against the Company. Notwithstanding anything to the contrary herein, the obligations of the Company under this Article 23 shall only apply to Covered Persons in their capacity as Covered Persons.
AUDIT AND SUPERVISION
24 Auditor(s)
The transactions of the Company shall be supervised by one or several statutory auditors (commissaires). The general meeting of shareholders shall appoint the statutory auditor(s) and shall determine their term of office, which may not exceed six (6) years.
The general meeting of shareholders of the Company shall appoint one or more independent auditors (réviseurs d’entreprises agréés) in accordance with Article 69 of the law of 19 December 2002 regarding the trade and companies register and the accounting and annual accounts of undertakings, as amended, the institution of statutory auditors is no longer required.
An independent auditor may only be removed by the general meeting of shareholders for cause or with his approval.
FINANCIAL YEAR – ANNUAL ACCOUNTS – ALLOCATION OF PROFITS – INTERIM DIVIDENDS
25 Financial year
The financial year of the Company shall begin on the first of January of each year and shall end on the thirty-first of December of the same year.
26 Annual accounts and allocation of profits
At the end of each financial year, the accounts are closed and the board of directors draws up an inventory of the Company’s assets and liabilities, the balance sheet and the profit and loss accounts in accordance with the law.
Of the annual net profits of the Company, five per cent (5%) at least shall be allocated to the legal reserve. This allocation shall cease to be mandatory as soon and as long as the aggregate amount of such reserve amounts to ten per cent (10%) of the share capital of the Company.
Sums contributed to a reserve of the Company may also be allocated to the legal reserve.
In case of a share capital reduction, the Company’s legal reserve may be reduced in proportion so that it does not exceed ten per cent (10%) of the share capital.
Upon recommendation of the board of directors, the general meeting of shareholders shall determine how the remainder of the Company’s profits shall be used in accordance with the Law and these articles of association.
Distributions shall be made to the shareholders in proportion to the number of Shares they hold in the Company.
27 Interim dividends—Share premium and assimilated premiums
The board of directors may proceed with the payment of interim dividends subject to the provisions of the Law.
Any share premium, assimilated premium or other distributable reserve may be freely distributed to the shareholders subject to the provisions of the Law and these articles of association.
28 Liquidation
In the event of dissolution of the Company in accordance with Article 3.2 of these Articles of Association, the liquidation shall be carried out by one or several liquidators who are appointed by the general meeting of shareholders deciding on such dissolution and which shall determine their powers and their compensation. Unless otherwise provided, the liquidators shall have the most extensive powers for the realisation of the assets and payment of the liabilities of the Company.
The surplus resulting from the realisation of the assets and the payment of the liabilities shall be distributed among the shareholders in proportion to the number of Shares of the Company held by them.
FINAL CLAUSE—GOVERNING LAW
All matters not governed by these articles of association shall be determined in accordance with the Law.
Exhibit [E]
FORM OF WARRANT
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [•], [•], by and among Oaktree Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) (the “RCS”) under number B258884 (“TopCo”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of September 21, 2020, and filed with the United States Securities and Exchange Commission on September 22, 2020 (the “Existing Warrant Agreement”);
WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement;
WHEREAS, pursuant to the Existing Warrant Agreement, the Company issued (i) 4,666,667 warrants to the Sponsor (collectively, the “Private Placement Warrants”) to purchase the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), with each Private Placement Warrant being exercisable for one Class A Share and with an exercise price of $11.50 per share, and (ii) 6,250,000 warrants as part of units to public investors in the Public Offering (the “Public Warrants” and together with the Private Placement Warrants, the “Warrants”) to purchase Class A Shares, with each whole Public Warrant being exercisable for one Class A Share and with an exercise price of $11.50 per share;
WHEREAS, on [•], 2021, that certain Business Combination Agreement (the “BCA”) was entered into by and among the Company, TopCo and Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B229193 (“Alvotech”);
WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;
WHEREAS, pursuant to the provisions of the BCA, the Company will merge with and into TopCo (the “First Merger”) with TopCo as the surviving company in the merger and immediately following the First Merger, TopCo will merge with and into Alvotech (“Second Merger”), with TopCo as the surviving company in the merger. In accordance with the provisions of the BCA, pursuant to the First Merger, each issued and outstanding ordinary share of the Company will be exchanged for one ordinary share of TopCo, par value $0.01 per share (“TopCo Shares”);
WHEREAS, upon consummation of the First Merger, and as provided in Section 4.5 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for Class A Shares but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for TopCo Shares;
WHEREAS, the Board of Directors of the Company has determined that the consummation of the transactions contemplated by the BCA will constitute a Business Combination;
WHEREAS, in connection with the First Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to TopCo and TopCo wishes to accept such assignment; and
WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any registered holders for the purpose of curing any ambiguity or correcting any mistake or defective provision contained therein or adding or changing any provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the rights of the registered holders of the Warrants.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.
1. Assignment and Assumption; Consent.
1.1 Assignment and Assumption. Effective as of the First Merger Effective Time (as defined in the BCA), the Company hereby assigns to TopCo all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) and TopCo hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the First Merger Effective Time.
1.2 Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to TopCo pursuant to Section 1.1 hereof effective as of the First Merger Effective Time, and the assumption of the Existing Warrant Agreement by TopCo from the Company pursuant to Section 1.1 hereof effective as of the First Merger Effective Time, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the First Merger Effective Time, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.
2. Amendment of Existing Warrant Agreement. The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the First Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the rights of the registered holders.
2.1 Preamble. The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Oaktree Acquisition Corp. II, a Cayman Islands exempted company” and replacing it with “Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) under number B258884”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Alvotech Lux Holdings S.A.S. rather than Oaktree Acquisition Corp. II.
2.2 Reference to TopCo Shares. All references to “Ordinary Shares” or “Class A ordinary shares” in the Existing Warrant Agreement (including all Exhibits thereto) shall mean “TopCo Ordinary Shares” or “ordinary shares in the share capital of TopCo.”
2.3 Notice. The address for notices to the Company set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:
3. Miscellaneous Provisions.
3.1 Effectiveness of Warrant. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the First Merger and the Second Merger (as defined in the BCA) and shall automatically be terminated and shall be null and void if the BCA shall be terminated for any reason.
3.2 Successors. All the covenants and provisions of this Agreement by or for the benefit of TopCo or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.
3.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
3.4 Applicable Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any action, proceeding or claim against a party arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
3.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by it.
3.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e-mail shall be as effective as delivery of a manually executed counterpart of the Agreement. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, will be disregarded in determining a Party’s intent or the effectiveness of such signature.
3.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
3.8 Entire Agreement. This Agreement and the Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, TopCo, the Company, and the Warrant Agent have duly executed this Agreement, all as of the date first written above.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
[Signature Page to Warrant Assumption Agreement]
AGREED FORM
Service Agreements Term Sheet
These term sheets summarize certain principal terms of the service agreements to be entered into (i) between Alvotech Holdings S.A., Alvotech h.f. (“Alvotech”), on the one hand, and Alvogen Lux Holdings S.á r.l. (“Alvogen”) on the other hand (“Alvogen Service Agreement”) and (ii) between Alvotech, on the one hand, and Alvogen Malta (Out-Licensing) Ltd. (“Adalvo”) on the other hand (“Adalvo Service Agreement” and together with the Alvogen Service Agreement, the “Service Agreements”). Alvogen, Adalvo and Alvotech are each referred to as a “Party” or collectively as the “Parties.”
Alvogen (or its affiliates) will provide the services to Alvotech or its designees that (a) are currently provided by Alvogen (or its affiliates) to Alvotech or its designee, and (b) are set forth on the appendixes to the existing Service Agreement between Alvotech and Alvogen, dated January 1, 2021 (collectively, the “Alvogen-Provided Services”).
Adalvo (or its affiliates) will provide the services to Alvotech or its designees that (a) are currently provided by Adalvo (or its affiliates) to Alvotech or its designee, and (b) are set forth on the appendixes to the existing Service Agreement between Alvotech and Alvogen, dated March 4, 2021 (collectively, the “Adalvo-Provided Services”).
Alvotech (or its affiliates) or its designee will provide the services to Alvogen and or Adalvo set forth in the appendix to the existing Service Agreements (“Alvotech-Provided Services”).
Service Schedule As soon as reasonably practicable following the date hereof, Alvogen, Adalvo and Alvotech shall finalize the schedules to the applicable Service Agreement to the reasonable satisfaction of Alvotech. The Parties acknowledge and agree that the final schedules to the Services Agreement shall reflect the following key principles: (a) the schedules shall include detailed descriptions of the Alvogen-Provided Services, the Adalvo-Provided Services and Alvotech-Provided Services; (b) the schedules shall list the Alvogen-Provided Services, the Adalvo-Provided Services and and Alvotech-Provided Services fees at a line item level to allow the Parties greater flexibility to terminate components of the services and reduce total fees payable; and (c) the schedules shall document any service levels applicable to the Alvogen-Provided Services, the Adalvo-Provided Services and and Alvotech-Provided Services.
Alvotech shall have the right to hire third-party subcontractors to provide the Alvotech-Provided Services hereunder (a) without Alvogen’s consent, (i) to the extent Alvotech is currently using such third-party subcontractors as of the date hereof, or (ii) to the extent Alvotech will use the third-party subcontractor to provide the applicable service to its own business and to Alvogen, (b) with Alvogen’s consent, not to be unreasonably withheld, for any third party contractor that provides Alvotech-Provided Services to Alvogen only.
Alvogen shall have the right to hire third-party subcontractors to provide the Alvogen-Provided Services hereunder (a) without Alvotech’s consent, (i) to the extent Alvogen is currently using such third-party subcontractors as of the date hereof, or (ii) to the extent Alvogen will use the third-party subcontractor to provide the applicable service to its own business and to Alvogen, (b) with Alvotech’s consent, not to be unreasonably withheld, for any third party contractor that provides Alvogen-Provided Services to Alvotech only.
Adalvo shall have the right to hire third-party subcontractors to provide the Adalvo-Provided Services hereunder (a) without Alvotech’s consent, (i) to the extent Adalvo is currently using such third-party subcontractors as of the date hereof, or (ii) to the extent Adalvo will use the third-party subcontractor to provide the applicable service to its own business and to Adalvo, (b) with Alvotech’s consent, not to be unreasonably withheld, for any third party contractor that provides Adlavo-Provided Services to Alvotech only.
The price for the Alvogen-Provided Services will be equal to Alvogen’s direct costs plus a 5% mark-up for providing the Alvogen-Provided Services to Alvotech; provided that third party pass-through costs shall not include a mark-up. Alvogen shall provide its cost methodology for each Alvogen-Provided Service, including adequate supporting documentation to verify the price for the applicable Alvogen-Provided Service.
The price for the Adalvo-Provided Services will be equal to Adalvo’s direct costs plus a 5% mark-up for providing the Adalvo-Provided Services to Alvotech; provided that third party pass-through costs shall not include a mark-up. Adalvo shall provide its cost methodology for each Adalvo-Provided Service, including adequate supporting documentation to verify the price for the applicable Adalvo-Provided Service.
The price for the Alvotech-Provided Services will be equal to Alvotech’s direct costs plus a 5% mark-up for providing the Alvotech-Provided Services to Alvogen and or Adalvo; provided that third party costs shall not include a mark-up. Alvotech shall provide its cost methodology for each Alvotech-Provided Service, including adequate supporting documentation to verify the price for the applicable Alvotech-Provided Service.
VAT will be added to the price for the Alvogen-Provided Services, Adalvo-Provided Services or Alvotech-Provided Services, as applicable.
Alvogen will invoice Alvotech on a monthly basis in arrears for the Alvogen-Provided Services. Alvotech shall pay the invoiced amount within 45 days from receipt of the invoice.
Adalvo will invoice Alvotech on a monthly basis in arrears for the Adalvo-Provided Services. Alvotech shall pay the invoiced amount within 45 days from receipt of the invoice.
Alvotech will invoice Alvogen on a monthly basis for the Alvotech-Provided Services. Alvogen shall pay the invoiced amount within 45 days from receipt of the invoice.
Records; Audit Rights
During the term of the Service Agreement, the Parties will keep and maintain, in accordance with past practice and applicable local law requirement, complete and accurate records, books of account, reports and other data necessary for the administration of the Service Agreement, including records of all direct operating costs related to the services for no less than a period of one year. Each Party will have the right, at its cost and expense, to audit and inspect, through an independent third party auditor subject to reasonable obligations of confidentiality and during normal business hours at a location to mutually agreeable to both parties, the books and records pertaining to the foregoing during the term and for one (1) year following the expiration or termination of the Service Agreement.
Term: Perpetual.
Minimum term without termination right (only termination for cause as set out below) of the parties: [24] months after signing of the Service Agreement (“Minimum Term”).
After Minimum Term, Alvotech may terminate any Alvogen-Provided Service on 30 days’ notice.
After Minimum Term, Alvogen may terminate any Alvotech-Provided Service on 30 days’ notice.
After Minimum Term, Adalvo may terminate any Adalvo-Provided Service on 9 months’ notice and Alvotech may terminate any Adalvo-Provided Services on 30 days’ notice.
Notwithstanding the foregoing, either Party may terminate the Services Agreement upon (i) the liquidation, insolvency or bankruptcy of the other party, (ii) the other party ceasing or threatening to cease to carry on its business, or (iii) material breach by the other party of the definitive Service Agreement following written notice of such breach and a thirty day cure period.
Confidentiality; Intellectual Property The existing terms regarding confidentiality and allocation of proprietary information and inventions shall continue to apply to the Service Agreement.
Indemnification and Liability Each Party will indemnify the other Party for all losses relating to any breach of the Services Agreement and the gross negligence, willful misconduct, or fraud of such Party.
Assignment Neither party will have the right to assign or transfer (including in connection with a change of control) the definitive agreement without the other party’s consent.
Non-Solicit During the term of each respective Service Agreement and for a period of 12 months following the termination of a Service Agreement, the Parties to each such Service Agreement shall be bound by customary non-solicitation provisions with respect to employees engaged in the provision of the applicable services, subject to customary carve outs.
Governing Law [Luxembourg], with international arbitration as a dispute resolution venue.
DATED _________________________ 20__
REF: CBD/JH/O-166181
CLAUSE PAGE
DEFINITIONS AND INTERPRETATION 1
PLAN OF MERGER 1
TERMINATION 3
COUNTERPARTS 3
GOVERNING LAW 3
THIS PLAN OF MERGER is made on _________________________ 20__
Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) under number B258884 (the “Surviving Company”); and
Oaktree Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands having its registered office at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Merging Company” and together with the Surviving Company, the “Companies”).
The chairman (président) of the Surviving Company and the board of directors of the Merging Company have approved the merger of the Companies, with the Surviving Company continuing as the surviving company (the “Merger”), upon the terms and subject to the conditions of the Business Combination Agreement dated [ • ] 2021 by and among the Surviving Company, the Merging Company and Alvotech Holdings S.A. (the “Business Combination Agreement”), this Plan of Merger and the draft terms of cross-border merger required under the Luxemburg Law (defined below) (the “Draft Terms of Merger”) attached hereto as Annexure 2 pursuant to the provisions of Part XVI of the Companies Act (2021 Revision) (the “Companies Law”) and the provisions of articles 1021-1 et seq. of Chapter 2 on Mergers of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Luxembourg Law”).
The shareholders of the Merging Company have approved and adopted this Plan of Merger and the Draft Terms of Merger on the terms and subject to the conditions set forth herein and otherwise in accordance with the Companies Law and Luxembourg Law. All necessary approvals have been obtained from the chairman (président) and the sole shareholder of the Surviving Company pursuant to the Luxembourg Law.
Each of the Surviving Company and the Merging Company wishes to enter into this Plan of Merger and the Draft Terms of Merger pursuant to the provisions of Part XVI of the Companies Law and the provisions of articles 1021-1 et seq. of the Luxembourg Law.
IT IS AGREED
DEFINITIONS AND INTERPRETATION
Terms not otherwise defined in this Plan of Merger and the Draft Terms of Merger shall have the meanings given to them in the Business Combination Agreement, a copy of which is annexed at Annexure 1 hereto.
The Annexures of this Plan of Merger form part of and are incorporated into this Plan of Merger.
The constituent companies (as defined in the Companies Law) to this Plan of Merger are the Surviving Company and the Merging Company.
The surviving company (as defined in the Companies Law) is the Surviving Company.
The registered office of the:
Surviving Company is 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg; and
Merging Company is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
Immediately prior to the Effective Date, the issued share capital of the Surviving Company is forty thousand US dollars (USD 40,000) divided into four million (4,000,000) initial shares with a nominal value of one cent (USD 0.01)
Immediately prior to the Effective Date, the authorised share capital of the Merging Company is US$33,100 divided into 300,000,000 Class A ordinary shares with a nominal or par value of US$0.0001, 30,000,000 Class B ordinary shares with a nominal or par value of US$0.0001, and 1,000,000 preference shares with a nominal or par value of US$0.0001.
In accordance with section 237(15) of the Companies Law, the Merger shall be effective on the date that this Plan of Merger is registered by the Registrar (the “Effective Date”) and subject to the applicable provision of Luxembourg law.
Terms and Conditions; Share Rights
The terms and conditions of the Merger, including the manner and basis of converting shares/interests in each constituent entity into interests in the Surviving Company, are set out in (i) the Business Combination Agreement in the form annexed at Annexure 1 hereto and (ii) the Draft Terms of Merger.
The rights and restrictions attaching to the shares in the Surviving Company are set out in the articles of association of the Surviving Company.
From the Effective Date, the articles of association of the Surviving Company shall be substantially in the form of those set out in Exhibit [D] to the the Business Combination Agreement in the form annexed at Annexure 1 hereto.
Directors’ Interests in the Merger
The name and address of the chairman (président) of the surviving company (as defined in the Companies Law) is:
Helga Tatjana Zharov, professionally residing at Sæmundargata 15-19, 101 Reykjavík, Iceland
No director or chairman (as applicable) of either of the Companies will be paid any amounts or receive any benefits consequent upon the Merger.
Secured Creditors
The Surviving Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger. To be confirmed by Alvotech
The Merging Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.
At any time prior to the Effective Date, this Plan of Merger may be terminated by the chairman of the Surviving Company and the board of directors of the Merging Company, acting jointly.
This Plan of Merger may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Plan of Merger by executing any such counterpart.
This Plan of Merger and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the Cayman Islands.
IN WITNESS whereof this Plan of Merger has been entered into by the parties on the day and year first above written.
SIGNED for and on behalf of OAKTREE ACQUISITION CORP. II: )
) Duly Authorised Signatory
) Name:
) Title:
SIGNED for and on behalf of ALVOTECH LUX HOLDINGS S.A.S.: )
) Name: Helga Tatjana Zharov
) Title: Chairman (président)
Annexure 1
Draft Terms of Merger |
“Whatever the cost of our liberties, the price is cheap
compared to that of an ignorant nation.”
(a sandpiper busy looking for breakfast / Santa Rosa Beach, FL / Julie Cook / 2016)
There’s something afoot…
I can feel it…
Something perhaps in the air…
And no,
it’s not a change in season…
It’s not an approaching weather front…
It’s simply more of a feeling…
An odd unsettling feeling…
it’s like that feeling or sense that animals seem to get just before some
impending natural disaster…such as an earthquake or some other epic trauma.
An out of sorts sort of uncomfortable feeling…
It’s like taking your hand and running it along the grain of a plank of raw wood.
Although the wood is not sanded nor smoothed, along the grain one’s hand
may run the course of the plank without fear of cuts or splinters.
But the minute you decide to run your hand back in the opposite direction,
you are stopped immediately with the bristling of the wood repelling your touch.
That’s how things feel…
as if I’m running my hand against the grain..
there is oddly no smoothness to the flow…
rather a herky jerky uncomfortableness.
Of course you will tell me that life has been doling out its fair share
of uncomfortableness in my little corner of the world…
between dad, changes, legal matters, deaths, moves, discs and nerves…
that’s got to be it… right?
To which I say no to all of that…
I will confess that I’ve stopped watching any national news….
with local news now on a very limited basis…
Sick of it all quite frankly.
Pretty much sick of watching anything about us as a nation these days…
For a weary pall has been cast.
It’s now hard to even watch any sporting events
as they too have taken to marching in the latest political fracas…
We’ve made it hard, you and I and this nation of ours…
Not just because of anthems,
or debates,
or the raging news,
or the media firestorms,
or the never ending three ring circuses,
nor even an impending election…
and I’m thinking that I won’t even bother to vote..
the first time I’ve ever considered such…
but there’s not much point now is there?
But the signs…
they’ve been all about us.
They’ve been there for quite some time…
Yet we’ve refused to pay them any mind.
We’ve all heard and seen the warnings…
but yet we’ve refused to acknowledge any of it…
any of it for what it is…
Because to acknowledge is to admit that we’ve been wrong…
and we don’t like to do that…
we don’t like being wrong.
We are a cake and eat it too type of nation.
Land of opportunity…
because doesn’t opportunity mean having cake and getting to eat it?
We accept every and any sort of choice and lifestyle and decision
because that’s what we’re all about…freedom
for the land of opportunity and freedom means it’s all good because we’re all free…
free to choose and free to decide….
Forget that there are grave responsibilities that come with freedom,
as well as with…
and opportunity,
and cake,
and even eating…
We’ve even made it pretty darn clear that we don’t like having a God who is just that,
We’ve decided we want our God to be a feel good god…
one who is all accepting, all tolerable and certainly for all choices…
and don’t forget about loving,
because of course he, she or even it must be loving…
Because we’ve decided that that’s what a God should be,
someone who is all about loving and acceptance and only good things…
Because we like good things…always happy, always bliss…
We want nothing to do with the business of
warnings,
harbingers,
rules (aka commandments)
covenants,
dying,
So yes…
I keep sensing something unsettling,
something uncomfortable,
maybe even something foreboding…
“Ignore it” you say …
because remember,
ignorance is indeed bliss…
and we all want bliss….
When the Lord God decides to do something,
he will first tell his servants, the prophets.
When a lion roars, people are frightened.
When the Lord God speaks, a prophet must prophesy.
Go to the high towers in Ashdod and in Egypt and announce this message from the Lord:
“Come together on the mountains of Samaria.
See the great confusion there because the people don’t know how to live right.
See how cruel they are to others. They take things from people to hide
in their high towers.
Their treasuries are filled with the things they have taken in war.”
So the Lord God says, “An enemy will surround your land.
They will break down your strong walls and take the things
you have hidden in your high towers.”
The Lord says,
“A lion might attack a lamb,
and a shepherd might try to save the lamb.
But the shepherd will save
only a part of that lamb.
He might pull two legs
or a part of an ear from the lion’s mouth.
In the same way, most of the people of Israel will not be saved.
Those who live in Samaria will save only a corner from a bed,
or a piece of cloth from a couch.”
This is what the Lord God All-Powerful says:
“Warn the family of Jacob about these things.
Israel sinned, and I will punish them for their sins.
And when I do, I will also destroy the altars at Bethel.
The horns of the altar will be cut off and fall to the ground.
I will destroy the winter house with the summer house.
The houses of ivory will be destroyed.
Many houses will be destroyed.”
This is what the Lord said.
Amos 3: 7-15
5 Comments Posted in Transition Tagged acknowledge, afoot, against the grain, Amos 3:7-15, animals, birds, bliss, cake and eat it too, choice, Christianity, commandments, death, election, Faith, feel good, feeling, firestorm, Fl, freedom, God, Grace, Happy, harbinger, Hope, ignorance is bliss, Jesus, knowledge, life, lifestyle, love, media, Nation, nature, ocean, odd, opportunity, photography, politics, responsibility, sandpiper, Santa Rosa Beach, sense, summer, time, Transition, unsettling, Walter Cronkite, want, with the grain, wood |
The Cornwall Free News
News, Views, & Reviews 24/7 from Cornwall Ontario
Ottawa Police Charge PAUL McCARTHY x4 Child Porn Orphans #ICE 011019
(Ottawa)—In mid-December 2018, an Ottawa man was stopped by Canada Border Services Agency (CBSA) officers when returning to Canada after a voluntary mission at an orphanage in Nepal. Officers found evidence of suspected child pornography and several communications where the man engaged in conversations requesting to have sexual relations with children under the age of 16.
Subsequent investigation conducted by the Ottawa Police Internet Child Exploitation (ICE) Unit confirmed the images to meet the Criminal Code definition of child pornography, and resulted in the identification of 5 Nepalese male victims, all under the age of 16.
In collaboration with Ottawa Homeland Security Investigations (HSI), CBSA Liaison Officer at RCMP Behavioral Sciences, and Peel Regional Police Airport division, the male was arrested today at the Pearson International Airport and escorted off a plane destined for Panama City.
Simultaneously, a search warrant was executed at his residence in Ottawa where additional electronic devices containing images of child pornography were seized.
The man was transported back to Ottawa this afternoon where he will be facing charges.
An additional warrant will be obtained by ICE to forensically examine the digital items seized by Peel Police at the time of his arrest.
As a result, Ottawa Police charged Paul MCCARTHY, 62 years old of Ottawa with:
2 x possession of child pornography s.163.1 (4)
1 x luring a child under 18 s. 172.1(1)(a)
1x import child pornography s. 163.1(3)
He is scheduled to appear in court in Ottawa on Saturday, January 5, 2019.
This is an ongoing investigation and ICE investigators are concerned that there could be further victims. Additional charges are expected to be laid.
Anonymous tips can be submitted by calling Crime Stoppers at 613-233-8477 (TIPS), toll-free at 1-800-222-8477 or downloading the Ottawa Police app.
For more information on how to protect children from child sexual abuse and exploitation, please visit www.protectchildren.ca
The Ottawa Police Service is a member of the Provincial Strategy to protect children from Sexual Abuse and Exploitation on the Internet. This Project has been made possible by a grant from the Ministry of Community Safety and Correctional Services.
Published January 10, 2019 By admin
Categorized as Crime, News, Ontario, Ottawa Tagged child pornography, crime, ICE, ops, ottawa, police blotter
8 Charged in Cornwall for Gang Home Assault – 1 to Hospital 011019
Cornwall Ontario Police Blotter for 011019 #CCPS |
Tuesday, January 10, 2023International
Andean Community notifies new labelling rules for cosmetic products
Resolution No.2310, published in the Gaceta oficial del Acuerdo de Cartagena, adopts the Technical Regulations of the Andean Community (which includes Bolivia, Colombia, Ecuador and Peru) for the labelling of cosmetic products. The text lists both the mandatory and the prohibited mentions.
~ 4 minutes
This Andean Technical Regulation states that its purpose is to establish the labelling or marking requirements for cosmetic products marketed in the territories of the Andean Community countries, in order to avoid practices that may mislead consumers or users as to the characteristics of these products, and to protect the health or safety of persons.
The packaging of a cosmetic product must bear, in printed form or on a firmly attached label, in indelible, easily legible and visible characters, the following information (those followed by an asterisk must be indicated in Spanish, without prejudice to the possibility of indicating them in other languages):
(a) The name of the product, which must not conflict with the nature and function of the product
(b) The generic name by which it is identified, which must be consistent with its nature and provide information on the function of the product*
(c) The cosmetic group, if applicable
(d) The trade name of the product, if applicable
(e) The name or company name of the holder of the NSO (Mandatory Health Notification) or of the importer requesting to use the existing MSN code
(f) The country of origin
(g) The nominal content by weight, …
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Cosmos » Biology » Something for everyone in Australia’s Science Week
19 June 2018 /
Geetanjali Rangnekar
Something for everyone in Australia’s Science Week
The country’s annual celebration has much to offer for adults and children.
This August, National Science Week, Australia’s annual celebration of discovery and inquiry will be upon us. It involves science and technology themed events for adults and children, running in every state and territory between August 11 and 19.
Now in its twenty-second year, the carnival attracts upwards of a million curious minds to nearly 2000 events happening in every corner of the country.
This festival is part of the Federal Government’s Inspiring Australia initiative to boost appreciation and engagement in the sciences. It also has the support of Australia’s national science agency, the CSIRO, and the backing of media heavyweights including the ABC and Cosmos.
Each Australian city has myriad events on the menu, and there is plenty happening in the regions, too. In the capital, Canberra, there will be free workshops to encourage girls to take up careers in the earth and marine sciences on August 15, and the STEM fields on August 18.
Also on offer will be the Mission to Space events, held at local libraries, in which children aged seven and over will be able to learn about orbits, space programs, and how objects get launched, all while helping build a LEGO model of the International Space Station.
The state of Victoria has everything from learning how to make bath bombs, to 3D printing workshops, and conducting experiments with static electricity held at libraries all over the city of Melbourne.
There are 13 venues around the state running Immersive Science II: Revealing the Invisible Universe. With astronomers Alan Duffy and Rebecca Allen for company and with the aid of a virtual reality headset, attendees will learn about how Australian scientists are making significant contributions to space research.
In the run-up to the week, South Australia has Science Alive! on August 4 and 5 at the Adelaide Showgrounds. This large science and technology expo allows interaction with native animals, features a walk-through replica of the human body and more – all of which is sure to thrill and entertain curious young minds.
During Science week itself, there will be free real fossil and gemstone digs for budding palaeontologists and geologists. There is also a smaller festival within the mammoth one, called Big Science Adelaide, which runs throughout National Science Week at venues in the city centre.
This year’s theme is the “Colour of Science”, with experiences intended primarily for adults. The program includes a public lecture about proton therapy at the state-of-the-art South Australian Health and Medical Research Institute on North Terrace on August 17, an opportunity to get tactile with robots at the Hands-on Artificial Intelligence Robotics Workshop held at the Adelaide City Library on August 19, and The Complete Wine Science Spectrum for wine lovers, held at The Store, in North Adelaide, on August 15.
Redfern in Sydney, New South Wales, is recognising the contributions of Aboriginal people to science, technology and mathematics. Indigenous Science Experience — Family Fun Day is brought to you by the National Indigenous Science Education Program, and will be held at the Redfern Community Centre on August 19. This is an opportunity to see Indigenous scientists in action, try your hand at making Aboriginal tools, purchase pieces of native art, and plenty more.
The state of Queensland is holding a few sing-alongs dubbed Professor Flint’s Shadows of the Prehistoric Past in locations where fascinating ancient histories of people and beasts have been discovered. It promises to be fun for the family, while educating people about how they fit into the ancient history and evolution of a place, and about the animals that inhabited these regions prior to humans.
In the state of Western Australia and its capital Perth there will be eight climate science and adaptation events, called Change Makers: Library Display. People are encouraged to go along to these themed book displays, and enter a competition to win a “sustainability kit” to battle climate change in their own backyard.
For a more delicious option, there are the series of Science Café offerings which combine the latest scientific happenings as told by scientists from the Peel region. Hear about research on the ageing brain and hottest citizen science projects that are helping propel crop research, all while sampling the best fares from five eateries.
There is much on in the island state of Tasmania, ranging from hearing forensic scientists discuss how evidence is used in court cases on August 16 at the Supreme court in Hobart, to getting a glimpse at the Antarctic through a photography exhibit at the Tasmanian Museum and Art Gallery.
The Northern Territory is holding HealthLabs at Parliament House on August 14 and at the Nhulunbuy shops on August 17 to showcase the use of modern technology in understanding our health, among other events.
SCINEMA, a suite of science themed films and documentaries will be screened in Adelaide, Brisbane, Sydney, Canberra and Perth during the week. SCINEMA is presented by Australia’s Science Channel and funded by BBC Earth.
Schools have a special place in National Science Week, including a theme – Game Changers and Change Makers – which includes grants to hold events in schools the country over, and a free, downloadable teaching resource for educators.
All in all, it will be an exhilarating spectacle of science all week long, no matter where you dwell in this vast country, so don’t miss out.
Originally published by Cosmos as Something for everyone in Australia’s Science Week
Geetanjali Rangnekar is a science communicator and editor, based in Adelaide, Australia.
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Smile Game Builder Crack + Key Free Download Latest
August 24, 2022 Cracker Uncategorized
SMILE GAME Builder Crack is a Windows program that allows you to create role-playing games (RPGs) without programming. There is no need to write programs or scripts for any of the elements involved in creating an RPG, including creating maps for game stages, distributing items, various stage effects, and creating in-game balance. While all maps are presented in 3D, a role-playing game can be built without the need to create 3D modeling data to express 3D qualities or spend time determining the layout and depth-aware configuration.
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Crawford Welcomes Four Summer Interns
Published on: Jun 28, 2022|Categories: In the News, Team
We are excited to welcome Audrey Bell, Morgan Lane, Abbi Garrison, and Brooke Enloe as interns for the 2022 summer semester. Crawford offers year-round internship opportunities to college students and recent graduates, allowing them to learn from experienced professionals on a variety of topics related to marketing, social media, public relations, and more.
“We’re proud to offer an internship program that provides young professionals with valuable hands-on experiences via experienced mentors and exposure to the marketing industry. Crawford values the impact we have on helping grow the next generation of our field,” said Craig Tobin, Operations Manager. “Not only is it beneficial to them, but us as well. Their fresh and innovative perspectives are valuable to Crawford and they bring great energy and enthusiasm to the office each day.”
As the account services intern, Audrey Bell will conduct market research for client projects and assist with the development of marketing strategies and execution of campaigns. She is a senior at Elon University, majoring in marketing and minoring in communications. Previously, Audrey interned in marketing and social media at a real estate group in Greer, S.C. While at Crawford, she hopes to learn all aspects of an agency while building meaningful relationships with coworkers. She also strives to improve her communication skills in a professional setting.
Morgan Lane is a social media intern at Crawford this summer and is a senior communication major with an emphasis in digital media at Anderson University. She will assist the Crawford team by managing social media accounts, planning content, and developing strategies for clients. Morgan serves as President of the Public Relations Student Society of America (PRSSA) at Anderson University and is the social media manager for the campus recreation and fitness department. Previously, she was the social media intern at Hearts in Harmony, a nonprofit equine therapy center in Belton, S.C. She looks forward to working on a team to implement successful social media strategies.
Graphic design and production intern Abbi Garrison will work closely with the creative team to produce design and illustration projects for various clients. Abbi is a senior at Anderson University where she majors in graphic design and minors in marketing. Previously, she was a graphic design intern with InDesign Firm in Cayce, S.C. This summer, she wants to become a more fluent designer and gain a greater understanding of what it is like to design in an agency setting while working with several clients.
Greenville native Brooke Enloe will support the public relations team this summer as a PR intern. She will assist in tracking media mentions, drafting and editing written materials, and conducting research on target audiences and media outlets. Brooke is a senior communication major emphasizing in public relations and double minoring in brand communication and journalism at Clemson University. She looks forward to understanding more about the day-to-day tasks of a public relations professional and improving her AP Style writing and fluency. Brooke strives to make lasting connections with team members this summer. |
Home»Eheterum»FIREPIN (FRPN) Rises 10% Over Night – How Does it Compare with Ethereum (ETH) and Bitcoin (BTC)?
Eheterum
FIREPIN (FRPN) Rises 10% Over Night – How Does it Compare with Ethereum (ETH) and Bitcoin (BTC)?
By admin March 7, 2022 No Comments3 Mins Read
So far this year, the crypto market has been very volatile. From time to time, Bitcoin (BTC) and Ethereum (ETH) seem to pull us out of the current financial markets. At other times, they seem to be increasing the pain of investors.However, early investors Fire pin (FRPN) I’ve been rewarded in the last two weeks.
Ethereum (ETH) and Bitcoin (BTC) are connected in a Venn diagram-like manner. Although they have distinctive characteristics from each other, they still share certain characteristics.
For example, both are decentralized digital currencies based on blockchain technology that can be used to buy and sell items and send money to other users. However, these behaviors are different because Ethereum processes it into a proof of stake model.
Bitcoin (BTC), on the other hand, is a “competitive approach to transaction validation” and is based on the idea of Proof of Work, which is the original foundation of cryptographic transaction validation.
Both ciphers have already been established, but in the past week we have seen only a slight increase over the newly established FIREPIN (FRPN). FRPN increased by more than 165% last week as Bitcoin (BTC) increased by 8.8% and Ethereum increased by 5.7%.
There are several ways to generate interest in the crypto portfolio in the crypto world. Cryptocurrency staking and yield farming are two key strategies that crypto enthusiasts use to increase their main source of income.
One of the coins aimed at generating interest is the FIREPIN token (FRPN). It aims to spend collective effort and time applied to staking and agriculture. Phase 1 of the pre-sale has just begun and early investor profits are steadily increasing.
FIREPIN Token (FRPN) is a cryptocurrency aimed at facilitating the transfer of funds between blockchains. FRPN is superior to other cryptocurrencies in that it allows users to execute transactions between Avalanche (AVAX), Solana (SOL), Binance (BNB), Polygon (MATIC) and Ethereum (ETH).
FIREPIN (FRPN) aims to provide a DAO platform that can be used within the Metaverse. As part of the Agricultural Liquidity Staking Platform, FRPN plans to include the services of game developers.
The number of people playing NFT gaming games is gradually increasing, indicating that this upward trend will continue. As a result of its unique features and ingenious operation, the introduction of the Metaverse game is guaranteed to attract a significant number of players.
This is the third stage of the white paper roadmap, but the FIREPIN (FRPN) situation seems to be on track.
Early investors have seen that the money invested in FRPN doubles in a few days, but this is only the first stage of the pre-sale. We still have plenty of time to invest in a full pre-sale that is expected to grow by more than 1,000%.
The FRPN pre-sale remains over 40 days, but potential customers still have time to take advantage of this opportunity.
Overall, there seems to be the possibility of coins with a small market capitalization, such as FIREPIN tokens. It provides clients with a better investment than larger cryptos such as (FRPN), Bitcoin (BTC) and Ethereum (ETH).
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Home » Alexander Kemper, 2012 Luis W. Alvarez Fellow
Alexander Kemper, 2012 Luis W. Alvarez Fellow
Alexander Kemper
As a 2012 Luis W. Alvarez fellow in Computing Sciences, Alexander Kemper will be developing computational theoretical approaches to studying non-equilibrium phenomena and pump-probe experiments.
Originally from the Netherlands, Kemper came to the United States in 1996 to study physics at the University of Florida, in Gainesville. As a graduate student at University of Florida in California, he worked on applying computational approaches to studying high-temperature superconductivity.
After earning his doctorate, Kemper continued working at Stanford as a post-doctoral researcher. "While doing my post-doc, I became interested in non-equilibrium phenomena and realized that it is an ideal place to apply a mix of large-scale computing and theoretical physics," he says.
Kemper notes that his interest in computing began at age four. "I was always interested in programming and getting computers to solve puzzles. I actually started out as a computer engineering major in undergrad, but changed midway through to physics," he says. "During grad school I was recruited by my PhD advisor, who does research using density functional theory, and I have been in the computational physics field ever since."
Kemper moved to the Bay Area in 2010 and enjoys all outdoor activities in his spare time, including hiking, rafting, kayaking, canoeing, snowboarding and playing rugby. When he's not outdoors, Kemper likes to cook, or play video and board games. |
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https://www.mcbees.eu/
Advanced integrative solutions to corrosion problems beyond micro-scale: towards
long-term durability of miniaturized biomedical, electronic and energy systems
mCBEEs Innovative Training Network is a joint venture between academia and industry with a primary goal to train young researchers in the field of corrosion and corrosion protection of micro- and nanodevices. The network focuses on the study of corrosion mechanisms beyond microscale of components in miniaturized systems in different environments using localized techniques, and the development of multifunctional protective coatings to increase the long-term durability of such components. Corrosion phenomena occurring in micro- and nanodimensional components can develop in a completely different path than in their bulk counterparts and corrosion might influence the functional properties of small components in a much more severe manner. Three main strategic fields where corrosion could seriously compromise the performance of micro- or nanodevices have been identified: biotechnology (micro/nano-robotic implants, micro/nano-electrodes for recording and stimulating neuronal activity, or microfeatured prosthesis implants); electronics (micro/nano-components in electronic boards, magnetooptical thin films, multiferroic micro/nano-devices); and energy technology (metallic foam-based micro- and nanostructured electrodes, self-standing nanoarchitectures). Several disciplines (physics, electrochemistry, engineering, biology and robotics) converge to provide a multidisciplinary approach to accomplish mCBEEs goals. The ITN brings together 15 beneficiaries and 5 partners including 4 research institutes and 4 private companies belonging to 11 countries. The consortium complementarity will enable a high-level, multifaceted educational programme, where specials efforts will be done to bridge fundamental research with industrial applications. The educational programme is integrated with training in soft skills and aims at providing a network of highly qualified researchers able to tackle challenges both in Academia and Industry.
mCBEEs videos |
With GOP 5th CD field, the attacks come post-debate
by Mark Pazniokas April 30, 2012 @ 12:00 am Updated March 4, 2022 @ 9:55 pm
Torrington — The five Republicans vying for Connecticut’s only open congressional seat closed ranks around tax policy and the viability of the GOP brand in a debate Monday, saving their harshest comments for the post-debate spin.
No one offered a criticism of any candidate in the room during the debate, and the only notable controversy of the campaign — the role of a disgraced former governor, John G. Rowland — went without mention.
Instead, the five candidates for the Republican nomination in the 5th Congressional District, the only district strongly carried by the GOP in the 2010 governor’s race, focused on personal biography and electability during a 90-minute exchange at Torrington City Hall.
From left: Andrew Roraback, Justin Bernier, Lisa Wilson-Foley, Mike Clark, Mark Greenberg
Voters shopping for a candidate most likely would have left relying on their sense of who the candidates were, not what issues divided them. The exception was abortion.
A voter for whom abortion is key could winnow the field to two or three: Mike Clark, state Sen. Andrew Roraback and Lisa Wilson-Foley described themselves as pro-choice; Justin Bernier and Mark Greenberg described themselves as pro-life.
All five opposed raising taxes to balance the federal budget, with one deviation: Roraback expressed a willingness to consider a budget-balancing that relied on a 10:1 ratio of spending cuts to new taxes.
Roraback’s statement went unremarked upon during the debate, but it sparked an exchange of emailed statements by the Roraback and Wilson-Foley campaigns post-debate.
“Sen. Roraback has sadly defaulted to a Democrat approach to solving our deficit reduction efforts,” said Chris Syrek, the campaign manager for Wilson-Foley. “We have a spending problem, not a revenue problem. The people of Connecticut and the people of this country are already taxed enough.”
Roraback cried foul: “I am disappointed to see that my opponent would blatantly misrepresent my views. All of us suffer when statements are twisted and facts distorted for political expediency.”
The candidates debated before an audience of more than 125, including Republican State Chairman Jerry Labriola, who said he appreciated the candidates keeping their messages positive, at least during the event.
The field is composed of two business executives who campaigned unsuccessfully in 2010 and are substantially self-funding their present campaigns: Wilson-Foley, a health-care entrepreneur, and Greenberg, a real-estate developer.
Roraback, a member of the state House and Senate for 18 years, is the only candidate who has held state office. Bernier, a Navy veteran, is a former staffer in Congress and during the administration of Gov. M. Jodi Rell.
Clark emphasizes his half-dozen years on the town council in Farmington, ignoring the most intriguing aspect of his resume: his 22 years as an FBI agent, topped by the successful prosecution of Rowland, a former GOP congressman in the district.
Other than a reference to the oath of integrity he took as an FBI agent — “There is no expiration date on that oath” — Clark said nothing about his career as a supervisiory agent, not did he mention Rowland.
Rowland is an old friend of Wilson-Foley’s who has promoted her candidacy. The exact nature of his role in her campaign — he is described as a volunteer — became an issue with the disclosure that her husband, Brian Foley, paid Rowland $30,000 under a six-month business consulting contract that ended in March.
Greenberg added to the questions about Rowland by confirming that Rowland had proposed a campaign consulting arrangement with him in 2010, whose nature would have been hidden by funneling payments through a nonprofit foundation Greenberg runs. Greenberg said he declined.
In a brief interview Monday, Greenberg said he has documentation of the offer, including an exchange of emails, but he was uncertain about releasing them. “It’s not my issue,” he said.
Clark said he had no intention of mentioning Rowland in his opening or closing remarks, but he was surprised the topic did not come up in questions.
The debate was sponsored by the Register Citizen and the Litchfield County Times, with questions chosen from those submitted by voters.
A final question based on an opinion piece in the Washington Post by Thomas Mann and Norman Ornstein sparked the most passion. It was entitled, “Let’s just say it: The Republicans are the problem.”
Incorporated into the question was this passage: “The GOP has become an insurgent outlier in American politics. It is ideologically extreme; scornful of compromise; unmoved by conventional understanding of facts, evidence and science; and dismissive of the legitimacy of its political opposition.
“When one party moves this far from the mainstream, it makes it nearly impossible for the political system to deal constructively with the country’s challenges.”
The candidates were asked if they agreed.
None did.
“That’s an outrageous statement,” Clark said.
“The Republican message, our Republican principles are extremely positive,” Bernier said. “It’s about individual rights. It’s about opportunity. It’s about smaller government and a bigger slice of the pie for everyone. So I don’t take any stock in that article.”
“I totally do not agree,” Wilson-Foley said. “The Republican Party believes in opportunity, in freedom, believes in the Constitution.”
Greenberg acknowledged a few doubts in the party during the second term of George W. Bush.
“It was actually during the Bush second term that I started to get a little angry with the Republicans, because we had the presidency, the Congress and the Senate, and we started this system of borrowing money, borrowing money, borrowing money,” Greenberg said.
But he added he still believes the GOP is the party of opportunity and limited government.
“We’re the party of Lincoln,” Roraback said. He added that the opinion expressed in the article was that of the “media elite.”
If they offered no sharp differences on issues, most of the candidates eventually circled around to the issue of electability of a Republican in a presidential year, when the Democratic turnout is higher.
“I believe we Republicans have a once in a lifetime opportunity to win this seat,” Wilson-Foley said. “And it is turning out to be a classic matchup between myself — a fiscal conservative, job-creating businesswoman — against my most likely opponent, Chris Donovan. He is a big government, job-killing, union-hugging liberal.”
Donovan, the speaker of the state House of Representatives, is the best-known candidate in the Democratic field.
“Make no mistake about it, to win this race, we have to carry the Republican Party message and reach across to a significant number of independent voters,” Clark said. “So when you look at the candidates, drill down on our resumes. Look hard at our life experience and determine who is the person who is going to be able to carry that ball across the goal line. This is a winnable race.”
Roraback offered a novel argument for why he is the strongest general-election candidate. He pointed to a bearded young man in the back with a video camera whom he says is employed by the Democratic State Central Committee as a tracker, someone who follows opposing candidates.
“His job is to follow me,” Roraback said. “When I say that I think I have the skill set to win this election, don’t take my word for it, take the word of the Democratic State Central Committee.”
Mark PazniokasCapitol Bureau Chief
mpazniokas@ctmirror.org
Mark is the Capitol Bureau Chief and a co-founder of CT Mirror. He is a frequent contributor to WNPR, a former state politics writer for The Hartford Courant and Journal Inquirer, and contributor for The New York Times.
More by Mark Pazniokas |
AbandonedGreek RevivalMilford
Baldwin House
By Weston UlbirchFebruary 9, 2023No Comments
Baldwin House, Milford, Connecticut:
This Greek Revival style house at 67 Prospect Street has a unique backstory. When a doctor and his wife bought the house in the 1960’s, they discovered a false wall in a closet and stumbled upon a sermon by Reverend Bezaleel Pinneo, a descendant of Huguenots and seventh pastor at First Church of Milford from 1796 to 1840. Then the couple uncovered a note from 1899 in a hollow wood pillar. It was signed by Charlotte Nettleton, widow of Lewis Nettleton, and it reads:
“This house was built in 1839 by Elisha Peck, son of Capt. Nathan Peck, and William Tibbals. The owner was David L. Baldwin, son of Nathan Baldwin and Avis Durand.”
Baldwin served 27 years as Milford Town Clerk and as 12 years as Probate Clerk. His Prospect Street property is part of the home lot of Reverend Peter Prudden (1601-1656), leader of the Hertfordshire, England, settlers who founded Milford in 1639, and first pastor of the First Church of Milford.
The letter found at the Baldwin House penned by Mrs. Nettleton continues: “The water pipe is being laid on Cherry Street. The railroad has been built since the house was built. What the future is about and what changes there shall be, I shall not be here to know.”
Here in the future, the Baldwin House has been vacant and disheveled for at least a decade. It’s also become the subject of recent controversy. When developers planned to demolish the house and build apartments on the property, a court battle ensued. Since then, the proprietors have agreed to restore the exterior of the home while planning to break ground on a detached 36-unit apartment building.
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AEW Wrestling
Joey Janela: I Have To Step It Up Before My AEW Contract Expires
His contract is up in May 2022
16 November, 2021 9:00 AM
Joey Janela has revealed he was unmotivated during the COVID-19 pandemic and The Bad Boy thinks he has to step it up ahead of his AEW contract expiring.
"The pandemic happened and that was it, I was unmotivated. I'm not an athlete like these guys. I can't go out there without a crowd. I have to have a crowd. I have to have that adrenaline. I hate to say it. I kind of half-assed it the whole year. I was unmotivated. I was depressed. I started to eat a lot. I got fatter and progressively worse. I looked worse and worse," Janela revealed on My Mom's Basement with Robbie Fox.
"I've had some good matches during the pandemic but it wasn't like pre-pandemic. The crowds are coming back. I'm under a three-year deal. My contract is up in May. I really have to step it up. I feel like I have in the last couple months had killer matches on Dark. The arenas coming back have really helped me," he continued.
"I feel like we have something in AEW, so I'm crossing my fingers and I hope that things are going in an upward trajectory because the whole pandemic was brutal, but for me, it was the worst."
Janela was one of All Elite Wrestling's first signings back in 2019. He has largely been consigned to matches on Dark in 2021, though, and he hasn't wrestled on Dynamite since May.
H/T to WrestlingNews.co
Joey Janela
NJPW Best Of Super Juniors 28 Day 2 Results, Updated Standings
AEW's FTR: "Creative Genius" Tony Khan Doesn't Get The Credit He Deserves |
Curity
How to Handle Sessions with Cookies and Tokens
The article was written by Curity’s Judith Kahrer and originally published on The New Stack
An application is usually an orchestration of several components, requiring more advanced session management than a single instance.
A session can be considered as the user’s activity within an application in a given time frame. It starts when the user first interacts with the application and ends when the user stops being active (explicitly or implicitly). A session can be anonymous (unauthenticated) or authenticated, but when we discuss sessions, we usually refer to the user’s authenticated session(s).
An authenticated session allows an application to identify a user and perform authorization based on the session data, without requiring the user to go through the authentication process repeatedly.
The user can end a session implicitly, such as by closing the browser or client, or explicitly by initiating a logout. Features like “remember me” commonly prevent the session from being discarded when quitting the browser. An authenticated session can also expire and become invalid.
A Session Is Not a Singleton
An authenticated session starts after the user has successfully authenticated. When using OpenID Connect, the user authenticates to the OpenID Connect provider. After successful authentication, the OpenID Connect provider returns the ID token to the client, which verifies the token and creates a session. The client also receives an access token and maybe even a refresh token used to call downstream APIs. At this stage, there are three sessions involved:
A session with the client
A session with the OpenID Connect provider
A session with the API
Whenever the user interacts with the application, it will make use of the client session. The session with the OpenID Connect provider can be reused over different clients and applications, providing a single sign-on capability (SSO). These sessions are often represented by cookies.
The application can use access and refresh tokens to call a downstream API on behalf of the user. Since the API uses access tokens for authorization decisions (which was part of the definition of an authenticated session), the tokens are the building blocks for another session, the API session.
Tools for Maintaining Sessions
After receiving and verifying the ID token, the client can choose to issue a session cookie to keep track of the user. It can store session data from the ID token in memory or server side. For example, a client may want to keep the username, authentication time or authentication method and then discard the ID token.
Another type of application may just save the ID token in memory to represent the session. If required, the client also stores the access tokens and, optionally, the refresh tokens in the session. Thus, when managing and maintaining a session for an application, keep the following tools in mind:
Session data in the backend
Although SSO is within the realm of the OpenID Connect provider, it can still be used by an application to seamlessly access a user session. If used, the user may not even notice that a client renewed its session. Access tokens, together with refresh tokens, can have a similar effect. When combined with refresh tokens, access tokens can be long lived and valid longer than a client session. Consequently, a client may be able to call an API on behalf of the user despite its own session with the user being expired.
Life Cycle Design
Handling sessions and securing data is pretty straightforward if you think of the application as a single instance of a program. A short-lived access token is used as an API credential, and refresh tokens can be used to retrieve new access tokens without user interaction. When using rolling refresh tokens, a new refresh token is issued together with the access token, which reduces the risks of stolen tokens.
However, an application is usually an orchestration of several components. It might include one or more clients, such as web, desktop or mobile, as well as other APIs in the backend and an API gateway or reverse proxy in between.
The user might interact with several components of the application at the same time. Consequently, there are trade-offs when dealing with session management, and in some use cases, it can be challenging to enable the preferred behaviors.
A simple stateless design can be a good starting point, using short-lived access tokens that will expire shortly and do not need to be revoked. In some applications, it’s OK for a user to log in from different clients (devices) simultaneously, whereas others want to restrict that (think of a paywall). In the latter case, it must be possible to revoke a session at once.
When it comes to revoking access tokens, take the token format into account. Opaque tokens using the phantom token flow can be revoked, though the gateway will need to be notified of the revocation event. Meanwhile, JSON Web Tokens (JWTs) are self-contained, so an API will not know if a JWT was revoked since it does not contact the authorization server on every request.
Curity Resources for Session Management
For an in-depth guide to session management concepts, including advanced techniques such as subscribing to revocation events, see the “Session Management Techniques” solution brief.
More from Curity
Curity is the leading supplier of API-driven identity management, providing unified security for digital services. Visit curity.io or contact info@curity.io |
What Is A Lower Third And How To Use It Correctly?
HomeVideo Editing What Is A Lower Third And How To Use It Correctly?
July 26, 2022 by Cut Pro Media Video Editing
If you’ve watched a news program or a documentary, you’ll often find a bit of text with the name of the person that’s on screen, or the location, or just a small piece of information that could help provide context to what you’re seeing. This is a Lower Third, and oftentimes, documentary filmmakers or news programs use this as a visual aid for audiences. In most cases, it’s used to give a name to the person, location, or object, on the screen, but it can also be used for other things, like small snippets of background information, to highlight a certain time period, or as a credit note of the cast and crew members involved in the video. Of course, it can be confusing at times, knowing when and how to use a Lower Third, so we’ll show you how to use them correctly.
1. What’s On Screen
One of the main uses of a Lower Third is to name whatever it is on screen. This can be a person, who is being interviewed, presenting something, or telling their story. It can be a place, like a restaurant, a global landmark, or a natural location. It can even be an object. These Lower Thirds are used, mostly in documentaries, news programs, commercials, corporate videos, and even religious videos. Essentially, they’re used to introduce a person, place, or object.
We Can Help You With Professional Video Editing.
2. What Time Is It
Usually, you’ll find these sorts of Lower Thirds in the center of the screen, along with a location. Think of those feature films that use time jumps. You don’t see the passage of time, in the film, but with the use of Lower Thirds, the viewers can tell that a significant amount of time has passed. Sometimes, this can also be represented in full-screen animation, but if it doesn’t fit with the aesthetic of the film, it is always best to use Lower Thirds, to highlight how much time has passed, or the difference in time periods, in your film. Most of the time, Lower Thirds that highlight a time period are used in short films and feature films, especially when the narrative of the film follows several timelines at once.
3. A Fun Fact
Sometimes, some context is needed, in a video. So, using a Lower Third is the best way to add it in, without needing to reshoot your footage. Usually, the information will take up more space in the animation, than a person’s or location’s name, so the writing will be smaller, and a transition effect will be added, to help viewers read it. For example, a “typewriter” effect, along with the sound of typing, will be used to prompt viewers to read the words that appear. This is mostly used by crime documentaries.
4. Credits To The Crew
Lower Thirds can also be used to highlight the names of cast and crew members of a film, particularly if the actors and crew members are highly recognizable. Think of all the a-list Hollywood movies you’ve seen on the big screen. More often than not, after the main title sequence, during the first few minutes of the film, names still pop up on the screen, as a scene develops. Sometimes they can be at the top of the screen but, for the most part, they’re on the lower part of the screen. Thus, they’re known as Lower Thirds as well. Of course, credits to all the actors and crew members, and affiliated personnel are scrolled through, at the end of the film, but for the notable names, they’re highlighted at the beginning of the film, as part of the filmmaking tradition.
How Long Do You Display A Lower Third?
Usually, Lower Thirds don’t last for more than a few seconds on screen. They mostly last anywhere from 3 to 6 seconds, especially if they’re used to introduce names, places, time periods, and objects, or if they’re used to highlight credits to cast and crew members. However, if a Lower Third is needed, to highlight a fact, these can last even up to 10 seconds, depending on how much information they’re giving. Of course, this can be elongated, if transition effects are also added to the Lower Third.
Where Do You Place A Lower Third?
As the name suggests, you place them in the lower third of the screen; essentially, towards the bottom of the screen. Usually, viewers look at the top 2/3 of a screen, in terms of the action on screen, and the lower part of the scene is mostly ignored. Lower Thirds should be non-intrusive to the viewing experience, but they should enhance the information on screen. So, that’s why they’re at the bottom.
However, you can sometimes get Lower Thirds that can be displayed at the top of the screen, or somewhere in the middle, especially if it is a credit for a cast or crew member, or if it is to introduce an interviewee, location, or object. These Lower Thirds, however, need to be placed strategically. So, if the footage is covered by a large piece of furniture, or if there is a lot of “white space” (i.e., the background), then a Lower Third can be placed here.
How Do You Style A Lower Third?
When creating the look of your Lower Thirds, you need to keep the aesthetic of your video in mind. For example, if you’re creating a paranormal investigation documentary, you wouldn’t want to use a Lower Third that’s decorated with flowers and pastels. You would want to use imagery like cobwebs or blood, to highlight the horror aspect of the show.
Similarly, if you’re shooting a corporate video, for company employees, you’d use a sleek look, with blues, blacks, and whites. So, before you use just any design, remember what kind of video you’re editing, and match your Lower Thirds with the style of the edit. Of course, sometimes, you can leave it to be plain white text, but make sure it can still be read, and it is a good contrast against its background. Even though it should be non-intrusive, it should also be readable.
How Does Colour Grading Affect Video Mood?
5 Hidden Features in Adobe Premiere Pro You Need To Know
30 Simple Lower Thirds
lower third video editing |
Day 86 – 3rd October (Boston to New York)
Our train wasn’t due to leave Boston until 13.05, so we had plenty of time to check out and relax in the Fairmont Gold lounge.
Having sampled Uber as a car service, I was sufficiently emboldened to try Lyft as an alternative. Sure enough, a driver turned up within 2 minutes, wordlessly loaded our bags into the back of his largish SUV and dropped us off at Boston South Station about 15 minutes later. The music he was playing was crap, but hey….
We will miss Boston. It’s a lovely and very interesting place, and has supplanted Montreal in my affections as the city I like most on this trip. The hotel was also excellent – a great room and good Fairmont Gold service.
The train was on the board with the platform number to be advised, so we settled down to wait. The hall was fairly busy, but not rammed.
Time moved on in the way it does, but no mention of our train arrival at Boston. Walker paranoia being front and centre, we checked the departure board at least four times. Jean went to the Amtrak ticket office – they just shrugged and said it would be announced. She even pretended to go to the loo – this has always been very effective at precipitating the arrival of transport. Not this time, however.
Blessedly, the announcement came about 10 minutes before the scheduled departure time, so we set off for Track No. 9.
Boarded Car 3 and found our Business Class seats with no trouble. Manhandling our big suitcases into the luggage rack proved bloody hard work, but I managed it. Just. Anybody less than 6 feet tall would have had a real problem.
Settled down into some nice wide seats with airline-style mains power availability for keeping phones charged as the train departed silently, unceremoniously and more or less on time. Amazingly quick turnaround.
After a few relatively local stops, the next out-of-state stop was Providence. So we can say we’ve been to Rhode Island…..
About an hour and a half later, we got to New Haven 8 minutes early. So we can say we’ve been to Connecticut……
Next stop, scheduled for 16.50, was New York Penn Station. Train arrived on time, and everything had gone smoothly to this point, but now a truly bizarre sequence of events began.
To start with, lots of people got off, so it was crowded. The information we had directed us to Moynihan Hall, and this was in the opposite direction, against the flow of people, and we had a backpack, a very heavy suitcase and a smaller cabin bag each to contend with.
Fortunately, there was an elevator which took us up to this enormous hall, and, of course, we didn’t have a clue where we were or what to do next. It was also absolutely chucking it down.
We were offered 8th or 9th Avenue as exits. We chose the latter as it was the nearest.
I attempted to summon a Uber to take us to the hotel – the Gildhall in Gold Street. As I was doing this, an enormous man on the exit door sensed our naïveté and offered to help.
From this point on he took almost complete control, overriding everything I was trying to do on the Uber app, but at least telling us the exact location for the pickup. I selected the cheapest option, but he regarded that as a rip-off, and he was probably right.
Despite the promise from the app that the driver was imminent, he never appeared and all of a sudden his status was “delayed”. Our new friend reckoned that he’d cancelled on us, and again he was probably right. On checking again, the price had risen by about $10, and we were both fed up with waiting around and getting wetter for a car that might never turn up. Faith in Uber took a huge dent, naïf that I am. All part of the learning process.
I don’t know exactly what job this guy was supposed to be doing, but he was helping everybody left, right and centre. Extraordinarily, he then literally led us, baggage and all, to the subway, explaining all the time where he was taking us and what we had to do when we got there. It’s a huge station, and this was probably a 15-minute walk.
He even produced a Metro ticket and showed me how to load it with money. Not content with that, he then took us through how to use it, and got both of us through the gates, explaining that we had to get to Wall Street station on the No. 2 express line going in a downtown direction. We were both now thoroughly bemused, a) by the fact that somebody would take such an inordinate amount of trouble b) by the amount of information he was showering us with.
At this point, he left us without hovering for a tip. Just as well, because my cash resources were $2.85…..
We meekly got onto the subway train as indicated, and indeed it was going in the right direction. This subway system really needs getting hold of if we’re going to get around New York.
Off we got at Wall Street after a perfectly straightforward journey. Because we were so loaded down with baggage commensurate with a nearly 100-day trip, we were hoping for an elevator to take us up to street level. No such luck. We had to lug our bags up some steps.
New York has the reputation of being hard and pitiless. Nothing could be further from the truth, particularly after our earlier experience. People could see that we were really struggling at this point, and helped us with our bags all the way up to the top of the steps.
That was extraordinary enough, but then the girl that had helped Jean up with her suitcase offered us her big umbrella, as it was hurling down. When we protested, she said that she had plenty of others and really hoped we would enjoy our stay in New York. She insisted we have it and walked off. We were both absolutely dazed at this time. I cannot see this happening in London.
Google Maps indicated that it was about a 10-minute walk to the hotel from here. It was 10-plus minutes of absolute hell. Pitch-black, pouring rain, trying to drag two bags each along New York sidewalks, stopping and checking the phone every few yards to ensure we were on track, visibility impaired by rain hoods over our eyes and trying not to lose our newly acquired umbrella. We only have two hands…
We finally made it, soaked and shattered, to the hotel, where we got a truly large and sympathetic reception. A free glass of Prosecco was offered and gratefully accepted.
We made it up to the room on the 9th floor, with our bags being delivered very shortly thereafter by an equally sympathetic bellhop.
After a period of recovery, we went down to the in-house restaurant, where again we got a great reception and, about 10 minutes later, a table for two after a no-show. The place was busy, even on a wet Monday night, and we had a very nice, but pricey, meal.
Returned to our room via the front desk, the girl occupying same being enormously helpful and positive. A previously ordered kettle, essential for our morning cup of lemon and ginger tea, had been delivered.
We started looking around in more detail for what the room had to offer.
Jean picked up what she initially thought was a pack of teabags….
I kid you not. Honestly. $30 the lot. Absolutely mind-boggling, and definitely a first for us!
Worth a try? Not tonight. Too knackered. Maybe later in the week! Will not keep you posted….
There is even a bath bomb containing CBD, a component of cannabis, available. $15. Might be tempted to have a bath for the first time in years. CBD is supposed to be good for arthritis……
Blimey!
No idea what we’re doing tomorrow (stop sniggering at the back), but getting to grips with this place is going to take a while. Will be reporting later on how this goes, if you’re interested.
← Day 85 – 2nd October (Boston)
→ Day 87 – 4th October (New York)
5 responses to “Day 86 – 3rd October (Boston to New York)”
Oct 4, 2022 at 9:00 am
Omg you made me chuckle, we too have found helpful locals when trying to use the metro system, definitely more helpful than when in London!! I’m not sure I have ever had the toys offered in any hotel we have used, 🤣 but each for their own. I can recommend CBD products for aches and pains so give it a go, you can probably get it much cheaper in a local cbd shop though. Have a great time in NYC
Thanks, Dawn. It looks promising on so many levels! 🤣
Oct 4, 2022 at 10:36 pm
well you lucky people all we have ever had in hotel rooms are bibles
and what a great price!
Only just read this, missed it earlier. What a nightmare, but it’s heartwarming to note that the natives were friendly and helpful.
Absolutely. With very little exception, this has been the case throughout. If you get in the way when they’re in a hurry, you might get a peremptory “excuse me”, but if you get out of the way, you get a thank you. I get thoroughly pissed off with people getting in my way in crowded streets, which is why I hate London so much. The New Yorkers are really much more friendly than the stereotype suggests. |
Tag: tom hooper
Anne Hathaway Nabs The Lead In The Low Self-Esteem Of Lizzie Gillespie, Written By Mindy Kaling
By: Eric Eisenberg You wouldn’t know it by looking at the skin-tight Catwoman costume that she wore in Christopher Nolan’s The Dark Knight Rises, but apparently Anne Hathaway has low self-esteem… or at least she will in the new film The Low Self-Esteem of Lizzie Gillespie. THR, which reported the casting, says that the script was co-written by The Office scribes Mindy Kaling and Brent … Continue reading Anne Hathaway Nabs The Lead In The Low Self-Esteem Of Lizzie Gillespie, Written By Mindy Kaling |
7 Things You Must Know Before You Build an Eco Home
Recently humans have been pushing towards more eco-friendly alternatives to our lifestyles. We have started to realize that we are damaging our Earth beyond repair, and if we don’t take the time to start cleaning things up now, we will be dooming future generations. As a result, many people are starting to switch over towards eco-friendly homes. If you plan on building them, there are a few things you need to know if you want to ensure you are getting the best bang for your buck while also ensuring that you are getting something that is environmentally friendly.
One of the most popular ways to build an eco-home nowadays is to do something called modular building. What is modular building? Modular building is when the company you have hired builds everything off-site and then brings it to your site and puts it together. Some information from Enviro mentions that modular building is environmentally safe and most often a lot cheaper than conventional building methods as well. It can seem a little weird at first, but having a home built this way can help save a lot of money while also looking out for the Earth.
Now, your biggest concern might be the permanence and quality of your home. Modular buildings are in no way temporary and are built to last intense weather and pressure. Just because they are assembled somewhere else and then brought to the site does not mean they have cut any corners. These homes still have to pass all the regular safety inspections and be able to withstand the weather in your area. If you are worried about the structural integrity of your home, don’t be. Going with a modular building is one of the best ways to create an eco-home while saving some money at the same time.
Aim for Small
When it comes to building your home, you might be tempted to go for something large, but in reality, if you want something that is friendly for the environment, you will want something small. Why is this? First off, a small home is going to be much easier to heat in the winter and much easier to cool down in the summer. The less energy you have to use for climate control, the better. Another question to ask yourself is, do you really need a big house?
While many people dream of a gigantic mansion, most people only use one or two rooms in their house in their daily lives. By cutting out a lot of the excess junk, you can get something you enjoy living in and use to its fullest. Cutting out unnecessary space will also help you save a ton of money during the construction phase.
Build Eco-Friendly Materials
When looking at materials to build your home out of, you should be looking at ones that are sustainable and won’t be affecting the environment in a massive way. You can use sustainability-certified wood or even salvaged wood to help with your home. If you want to take things a step further, you can use recycled goods for your insulation.
The other benefit of switching to sustainable materials is that you can keep a lot of the harmful chemicals away from your home. There are plenty of carpets and paints that release harmful toxins into the air. By taking the time to carefully select what you are building with, you can work to get a home that is completely safe and friendly to the environment.
When building your home, you want to ensure you are doing everything to help conserve water. Not only will this mean installing taps and faucets that will help reduce water waste, but it will also mean changing your habits when it comes to water. Look around stores for appliances and bathroom fixtures that either has low water volume usage. Not only will you be doing your part for the environment, but you will also be cutting your utility bill down as well.
Solar Panels and Other Renewable Energy Sources
While it might be unrealistic to rely completely on renewable energy for your home, you can help play a part by finding a way to reduce your carbon footprint. Solar panels might be extremely expensive, but they do pay for themselves after a few years of use with the amount of money you are going to be saving. We recommend hiring an expert to help with installation as they can find the perfect spot to maximize the energy output of these panels.
Another thing you can look towards is harnessing wind or hydropower. If you have a small river or stream in your backyard, there are devices you can install that can help siphon some of it as power. This won’t make a huge difference, but it will be something. The same goes for small turbines in your backyard. Technology has advanced, and plenty of these actually look quite nice in the right setting. Switching over towards renewable energy is something you should consider doing when building an eco-home.
Finally, you are going to have to take the budget into account when building your eco home. While you might be tempted to buy all of the best things for the environment, the reality of the situation is that you might not be able to afford it all. Make a list of things you need and determine if it is more realistic to go with the eco mode or the regular model. This will mean making some sacrifices here and there, but overall you will still be doing your part for the environment.
This is a way in which you can go about building your own eco home. After it has all been said and done, you can be proud of what you have accomplished and be proud that you are doing your part for the Earth. Even after your home has been built, always look for ways to improve in terms of energy and waste. If enough of us work to fix the Earth, we will be able to make a difference.
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Home & Garden/Tips & Tricks
4 principles that will make you a more effective leader
by Dianne Pajo
As a leader, it’s your job to bring out the best in others. It’s humbling to admit that you don’t have all the answers, but it’s also how you prepare yourself and others for continued success on an ongoing basis.
The best leaders know who they are, both their strengths and weaknesses. They use their powers to guide others and leverage their team’s resources to complete tasks.
Be honest and keep your word
This might seem obvious, but it’s important to be honest with yourself and others. This is the foundation of solid principles that will make you a more effective leader. If you choose not to be honest or keep your word, you will quickly lose the respect of those people who work for and with you.
Take responsibility for your actions
When something goes wrong on your watch, resist the temptation to blame others or make excuses. Don’t get defensive, and don’t forget to apologize when necessary. Focus on the solution more than the problem, and make sure that your team knows what you’re doing to fix things. They will be more likely to follow through with their part if they know that someone is handling this issue at a higher level.
Do what’s right, not what’s quick
It would be best if you never made decisions based on what seems easiest or most convenient—no matter how tempting that might be at a given moment. Instead, always be willing to ask yourself if your decision will help you achieve your long-term goals or make things temporarily easier for you or anyone else involved.
Treat others with courtesy and respect
Another principle that will make you a more effective leader is to treat others how you would like them to treat you. Leadership and values are inseparable, so keep the golden rule and include a few of the following:
Have a positive attitude. It’s difficult to treat others well if you are opposing or if you lack energy and enthusiasm.
Ask for advice from people who know more than you.
Be polite to everyone, not just those whose opinions you value or those who have power over you.
Listen carefully when other people tell their stories, especially when expressing strong emotions, like anger or sadness.
Additionally, optimism is another excellent trait for a leader. If you’re optimistic, you’ll see possibilities that others may miss. You’ll also be less likely to give up when there’s a bump in the road, and optimism will help motivate your team.
Be a good role model. Setting a good example isn’t just about demonstrating the right behaviors; it’s also about making sure that your words and actions are consistent with what you’re trying to achieve. However, it can be easy as an entrepreneur or leader to forget your advice from time to time. You need to set aside some time for reflection and introspection.
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California CFO Services Help with Business Oversight
Running a business is a full-time job in and of itself, and often, for those who manage a business of their own, the time it takes to keep track of the financial side of the company may sometimes be lacking. Marketing to those who will use your goods or services takes creativity and energy, and it is often the case that the money comes in and goes out faster than anyone can keep track of it. However, it's essential to understand the financial workings of your business to make sure it's going in the direction that you want it to go. But how can you get insight into what's happening with your business's bills and profits, if you don't have the knowledge and experience to understand this unique flow of money? One way is to learn how CFO Services can help you with business oversight.
Why It's Cheaper Than a Full-Time CFO
If you want someone to keep track of your business finances, you could hire a full-time Chief Financial Officer or CFO. But then, you'll have to pay this person a salary and benefits, and they'll only become familiar with your particular business. Their experience and knowledge may be limited in the long run. However, when you hire a CFO Service, you'll get a team of financial experts with the latest in software and accounting knowledge and experience, who can keep you up to speed with relevant reports on the financial operation of your business. You can use this team only as much as you need them, saving you the expense of having to hire and situate a full-time employee in your physical office. You'll also know that this team will already be trained and will have the ability to gather the information they need from your business records to help maximize growth.
When a business grows, one thing that can happen is that the business owners lose track of financial operations and then, things begin to go wrong. Bills don't get paid on time, and there is no solid system in place to keep certain information secure or to standardize financial procedures. This can lead to a lack of transparency and accountability, making it too easy for the business owner to be accused of fraud, or to become the victim of a scam. This could also lead to inevitable piercing of the corporate veil leaving shareholders and business owners vulnerable to lawsuits and loosing their personal assets. Having a team of financial professionals available to monitor your financial operations gives you better accountability and more meaningful records, agencies like the IRS can investigate that if it should ever become necessary.
Call to Schedule a Free Consultation with a CFO Services Company Today
If you are managing a growing business and are starting to feel like it's growing so fast that your current staff can't keep up, call to schedule a free consultation with a CFO services company today. The financial experts at Daleyn Accountancy will dig into your financial records and paint a clear picture of your business's financial operations. We'll provide you with meaningful reports that will help you take your business in the right direction. We serve those in Encino, Los Angeles, Thousand Oaks, Camarillo, Agoura Hills, Woodland Hills, Calabasas and surrounding communities. Don't let your business fail because you lost track of the flow of money, which will affect your bottom line. Give us a call at 818-696-0866 and let us use our state-of-the-art resources to help you make the financial decisions that will bring you long-term success.
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Matthew “Trog” Trogdon: Crops and Community at Bonton Farms
Trog Trogdon grew up in a small town in Missouri with big dreams for his future. After graduating from high school, he moved to North Carolina for college, where he planned to study business in order to equip him with the skills he needed to succeed in the world of finance. Like any good business major, once Trog completed his undergraduate studies he moved on to acquire his MBA. By 2002 he was ready to live the corporate dream: he moved to Dallas and began living out his exciting career in finance.
“But the bottom line is that God had other plans,” Trog said. “I had grown up in the church, but I fell in love with Jesus all over again in 2002.” When he was not in the office, Trog had felt compelled to start serving in various roles at his church. He met a pastor, Mike Fechner, who invested in him and served as a mentor. Under Mike’s guidance, Trog made a radical career switch from the business world to a position in ministry at a local church. Mike continued to invest in Trog, and he specifically noted his passion serving the poor. Mike connected him with a friend, Daron Babcock, who was using a small garden and aquaponics unit on the side of his house to connect with and serve the underprivileged neighbors in his community.
“After meeting him, I instantly loved his heart and vision for loving his neighbors & making disciples,” Trog said. “ I said immediately, ‘I’m cashing in all my chips, I’m going to raise support like a missionary would, and I am going to start working full-time with you.’”
What began as a small project in Daron’s garden grew into what the city of Dallas now knows and loves as Bonton Farms. Using the organization’s urban farm as the crux of the program, Bonton Farms strives to provide fresh foods to the community, create opportunities for meaningful employment, and ignite hope in a neighborhood that has struggled to survive. Community members, employees (most of whom are from Bonton), and volunteers alike work together to tend the gardens, harvest crops, and assist with the animals that live on the farm. The project has grown to encompass three properties totaling 41 acres, and in addition to fruits and vegetables, the team raises animals and bees.
Things weren’t always so desolate in Bonton. Researchers believe that the name of the neighborhood was derived from the French term bon ton, meaning high society or fashionable style. For many years in the early 1900s the neighborhood had an arts and culture district that mirrored the community in nearby Bishop Arts. But over time, especially nearing the mid-1940s, the rise of segregation and racism led to housing projects, limited resources, and a climate that created a food desert, which is defined by the USDA as “a part of the country vapid of fresh fruit, vegetables, and other healthful whole foods, usually found in impoverished areas…largely due to a lack of grocery stores, farmers’ markets, and healthy food providers.”
Bonton is a community locked in by several elements: the Trinity River runs along the south side of the community, highway 45 is on the west side, and a train track runs straight through the middle. “When I say that Bonton is a forgotten place, what I mean is that we’re really isolated,” Trog said. This makes access to healthy food and grocery stores very difficult. The nearest grocery story is three miles away, making Bonton a federal food desert. Bonton doesn’t even have a McDonald’s, a 7-11, or a gas station where fast food or healthy snacks can be purchased—there’s only two liquor stores, one barbershop, and one hair salon. The only place to have a good meal is at home, and those meals could be much healthier with accessibility to grocery stores or farms.
“Three miles is not a big deal if you have a car, but most people in Bonton don’t have a drivers license,” Trog said. “Approximately 63% of residents do not have transportation, meaning that they have to walk to the store or catch a bus. Altogether, including shopping, it takes two to three hours to make a roundtrip journey to get food, a timeframe most people can’t afford.”
In addition, likely linked to a variety of factors including restricted access to fresh foods, Bonton has the highest rate of strokes, cancer, heart disease, and diabetes in the city of Dallas. According to Trog, the average household income is $12,000 and only 53% of residents have graduated high school. As a result, Bonton Farms has started laying the groundwork for providing social services for Bonton locals. They are partnering with other nonprofits and governmental agencies to provide health-related education for community members. Trog and other staff members also help neighbors get drivers licenses, go to the dentist, and file paperwork for housing.
“In an impoverished neighborhood, the needs are great and the challenges are so difficult,” Trog said. “And yet I’m seeing the kingdom here on earth, where we have old and young, rich and poor, black and white all working together toward the same goal: the typical social barriers are broken down at Bonton Farms. When you come to the farm and do life with us, you become family.”
In summer 2018, the organization will be opening The Market at Bonton Farms, market and café where neighbors can shop, eat, and spend time together. The organization will have a place to harvest and refrigerate the food they grow, and it will be the first official restaurant in recent Bonton history. The café will be open for breakfast and lunch, and in the afternoons the space will be used for health-related educational workshops, seminars, and services.
Trog said that volunteers play an integral in supporting the work that Bonton Farms does each and every day. From shoveling wood chips and milking goats to moving compost and planting new crops, volunteers and staff members alike always have their (literal and proverbial) hands full. Dallas has embraced Bonton Farms, and Trog and team are grateful. “The love and support we have from the city at large has been incredible,” he said. “It’s a beautiful thing.”
Story by Rachel Brown. Photos by Hunter Lacey.
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NSIS Volume 4 - Part 2
A catalogue of the flora of Nova Scotia, arranged according to Gray's Manual of Botany for the N. United States of America
Lindsay, A. W. H.; Nova Scotian Institute of Natural Science (William Gossip, 1876)
Lindsay, A. W. H. (1)
Nova Scotian Institute of Natural Science (1)
Halifax County (Nova Scotia) (1)Hants County (Nova Scotia) (1)Nova Scotia (1)Pictou (Nova Scotia) (1)... View MoreDate Issued |
Home » Game Construct Conference 2022 in Perm
Game Construct Conference 2022 in Perm
The Data40 Team attended a two-day Game Construct Conference 2022 in Perm with a program packed full of various events. The conference gathered more than 300 participants with over 20 top speakers coming from all over Russia. During its two days length, the conference generated a lot of positivity, dozens of hours of reports on the hottest topics, and helped attendees engage in a metric ton of networking.
Game Construct Conference 2022 was visited by everyone connected to the gaming industry in one way or another — beginners and seasoned developers, business owners, artists and designers, etc.
Global and Russian gaming industry leaders shared their knowledge and experience at this event. Lectures were given on SMM, 3D graphics, development, marketing, product promotion, and even soundtrack composition. Such conferences are useful for finding new partners and staff, projects and employers. As a team of analysts, Game Construct helped us establish several potential contacts, some of which quickly grew into full-fledged research requests.
At the exhibition area, we were able to play early game builds, discuss them with their creators, share our impressions, and exchange contacts. Undoubtedly these two days were very rich in opportunities to forge new business relations. It was also important for us to meet various company representatives, including those from JustMoby and Epic Games, and discuss the topics of research and analytics.
During the conference there was a contest for both novice indie developers and established game studios with a prize pool of over ₽500,000, providing a great opportunity for developers to demonstrate their projects to publishers, investors, as well as potential audience. The contest judges were investment company professionals, publisher or game development school representatives, and other industry participants. |
Crippling the Intelligence We Used to Get bin Laden
Obama’s directive to protect the privacy of foreigners will make Americans less safe.
By Mike Pompeo and David B. Rivkin Jr.
On Jan. 17, in response to former National Security Agency contractor Edward Snowden’s theft of U.S. intelligence secrets and concerns over the NSA’s bulk metadata collection, President Obama issued a Presidential Policy Directive (PPD-28) that neither strengthens American security nor enhances Americans’ privacy. To the contrary, it undermines our intelligence capabilities in service of a novel cause: foreign privacy interests.
All nations collect and analyze foreign communications or signals, what is known as “signals intelligence.” American technological prowess has produced the world’s most abundant stream of signals intelligence, thwarting plots against the U.S. and saving lives. PPD-28 threatens American safety by restricting the use of this signals intelligence.
First, under the new directive, U.S. officials are required to ensure that all searches of foreign signals intelligence are limited to six purposes: countering foreign espionage, terrorism, weapons of mass destruction, cybersecurity, threats to U.S. or allied forces, and transnational crime.
Such policy guidance is appropriate in principle, but these limitations are mere window dressing. Intelligence activities are already heavily scrutinized by executive-branch lawyers to protect Americans’ privacy. Yet the intelligence community must now operate under the presumption that they are somehow engaged in wrongdoing and must justify each and every step by reference to a proper “purpose” to rebut that presumption. This will make intelligence analysts overly cautious and reduce their flexibility in handling security threats.
The President vs. the Senate
Now the Supreme Court will weigh in on Obama’s power play to stock the National Labor Relations Board.
Later this month the Supreme Court will hear a case that should resolve how much latitude presidents have to make recess appointments to federal offices that otherwise require Senate confirmation. The boundary of this power has never been decided by the high court. Yet the entire scheme of the U.S. Constitution—which is based on a separation of powers, enforced through checks and balances to safeguard individual liberty—is at stake.
Noel Canning v. NLRB involves several recess appointments President Obama made to the National Labor Relations Board on Jan. 4, 2012. The federal appeals court in Washington, D.C., correctly held that these appointments were unconstitutional both because they filled vacancies when the Senate was not in a true “recess” between Congress’s annual sessions, and because the vacancies had not actually opened up during the purported recess.
Article II, Section 2 of the Constitution states that “The president shall have Power to fill up all Vacancies that may happen during the Recess of the Senate, by granting Commissions which shall expire at the End of their next Session.” The federal appellate court’s decision hewed closely to the text and original meaning of this so-called recess appointments clause. Yet the ruling stunned many constitutional lawyers. That’s because the original limitations on the president’s power to make these appointments had long since been effectively discarded.
Digging the NSA Out of the Snowden Storm
The National Security Agency’s surveillance hasn’t changed. Washington has.
Former National Security Agency contractor Edward Snowden’s leaks have subjected the NSA’s surveillance programs to unprecedented attack, raising the possibility that Congress will not be able to pass the 2014 Intelligence Authorization bill needed to provide congressional guidance on a host of crucial national-security issues. It would be lamentable if the entirely legal and invaluable NSA surveillance program became more of a political football than it already is.
Some proposals would hamstring the NSA’s ability to obtain, store and analyze information, while forcing disclosures of now-classified operations. Balancing the intelligence community’s need for secrecy with the public’s appetite for disclosure is always difficult in a democracy. But the NSA’s programs have from the start been tailored to balance constitutional requirements, statutory authorizations and operational needs. What’s different today is not how we collect intelligence, but the new and extreme legal and policy arguments against doing so.
‘Stand your ground’ should be left to states: Column
President’s call to end such laws is federal government’s attempt to impose its will.
By David Rivkin Jr. and Andrew Grossman
After George Zimmerman’s acquittal for shooting Trayvon Martin, President Obama and Attorney General Eric Holder urged the state of Florida to abandon its “stand your ground” law. If this were just taking advantage of a high-profile case to advance a political agenda, that would be bad enough. But the president’s and attorney general’s demands are inappropriate for a more fundamental reason: the federal government trying to impose its will on states.
The debate over where to draw the line between federal and state authority has been hard-fought from the early days of the republic. But the one area where state authority has gone unchallenged is in the power to define criminal laws. The states are better placed than the federal government to respond to local conditions and their citizens’ immediate concerns regarding public safety.
President Obama’s suspension of the ObamaCare employer mandate
David Rivkin appeared on the Opinion Journal Live to further discuss his previous Wall Street Journal article that explained President Obama’s suspension of the ObamaCare employer mandate. Specifically, in the video Rivkin spoke about how this suspension will open the door to millions of Americans incurring a legal standing to sue.
To watch the video directly on the Opinion Journal, CLICK HERE >>
Why the President’s ObamaCare Maneuver May Backfire
By postponing the employer mandate, Obama has given millions of Americans the legal standing to sue.
By: David B. Rivkin Jr. and Lee A. Casey
President Obama’s announcement on July 2 that he is suspending the Affordable Care Act’s employer health-insurance mandate may well have exposed his actions to judicial review—even though that is clearly what he sought to avoid.
The health-care reform law’s employer mandate requires businesses with more than 50 employees to provide a congressionally prescribed set of health-insurance benefits or pay a penalty calculated at about $2,000 per employee. The law was to take effect on Jan. 1, 2014, but Mr. Obama has “postponed” its application until 2015. His aim, the administration said, was to give employers more time to comply with the new rules. But it was also seen as a way to avoid paying at least part of ObamaCare’s mounting political price in the 2014 congressional elections. |
Confusion is Good
Confusion, for lack of a better word, is good. At least that’s what we see in several passages in the Bible. Why would God want to intentionally confuse people? Great question. When God called the prophet Isaiah, he gave him confusing message .
When God called Isaiah to be his messenger this is what God told him to say:
“Go and say to this people:
‘Keep on hearing, but do not understand;
Keep on seeing, but do not perceive.’
Make the heart of this people dull
and their ears heavy
and blind their eyes:
lest they see with their eyes,
and hear with the ears,
and understand with their hearts,
and turn and be healed.” (Isaiah 6:9-10)
What’s Isaiah’s message? Don’t understand, don’t perceive, don’t see, don’t hear, don’t turn, don’t be healed. What? It sounds like God wants the Israelites to remain confused. It’s confusing that God would want people to be confused. I guess God gets what he wants.
While many of us avoid or ignore weird texts like this one, Jesus didn’t. In each of the four gospels Jesus quotes these verses from Isaiah 6 (Matt. 13:13-15; Mark 4:12; Luke 8:10; John 12:40). There are very few Old Testament texts quoted from the mouth of Jesus that appear in all four of the gospels. Jesus thought this confusing text was important, that sometimes it’s good to be confused.
Those of us who teach the Bible often like to put the cookie on the lowest shelf, to make it really simple, to help people understand. But there is a problem from always making things simple and easy to understand. That’s not how God does it in the Bible most of the time. The Bible is often confusing. Many of Jesus’ parables are confusing. God makes his word confusing intentionally.
We need to not remain in a perpetual state of confusion. But sometimes, confusion is good. If we are never challenging, provoking, and even confusing people, we aren’t teaching like Jesus.
What purpose does confusion serve? I see three.
First, confusion makes us humble. We have to acknowledge that we don’t know everything. We are finite. We may not like it, but we are dependent. Do we really expect that we could fully comprehend a gloriously mysterious God? Confusion keeps us humble before an infinite, sovereign, power God.
Second, confusion causes us to ask questions. In his confusion about this confusing passage Isaiah asks a question, “How long, O Lord” (Isa. 6:11). Jesus quoted this passage to the disciples when they asked him a question about the parables. When we’re confused we should ask questions. People ask questions about things they care about. Care enough about the Bible to ask questions.
Third, confusion leads us to God. What does Isaiah do with his question? He goes directly to God with it. “How long, O Lord” is one of the psalmist’s favorite questions (Psa. 4:2; 6:3; 13:1, 2; 35:17; 62:3; 74:10; 79:5; 80:4; 82:2; 90:13; 94:3; 119:84). In the midst of our confusion, our humility and our questions should take us to God who may or may not answer them. But if our confusion leads us into a deeper relationship with God, it serves a great purpose.
Posted in Isaiah, Old Testament and tagged confusion, Isaiah on July 7, 2017 by David Lamb. Leave a comment |
Ep36. Exploring the Broad Spectrum of Guilds | Game Guide | Mortal Online 2
https://www.youtube.com/watch?v=5OeiBYWk1WE
Guilds are an important aspect of the world of Nave. Whether you intend to join one at some stage or go your own way as a solo player, learning about the broad spectrum of guilds will help you in the path you choose.
01:26 - Empire-Building, Territory Control Powerhouses
04:32 - Protectors and Defenders of the Weak
06:34 - Diverse Non-PvP Civil Societies
09:59 - Not Black or White, but Different Shades of Grey |
A home purchase is a financially binding decision; therefore, it is critical that you plan your finances so that the purchase does not strain your financial health. To properly manage your finances, you must be aware of all the costs associated with purchasing a home. Let’s take a closer look at the costs associated with becoming a homeowner.
Costs Involved in Buying Property
The process of buying a house is complex that involves a number of cost factors that add up to the overall cost. You must first be aware that the Basic Selling Price (BSP) of a property in India consists of two main cost components: the cost of the land’s undivided share (UDS) and the cost of the building’s materials.
In a housing society, each unit is given a certain amount of land known as UDS. This portion is listed in the name of the owner of the apartment. Therefore, when you buy an apartment, you also pay for the land, labor, and materials required to construct the flat. READ MORE…
Developers today offer the buyer a variety of payment plans, unlike in the past when a down payment was the only way to purchase a property. Aside from the conventional down payment plan, the most popular payment options are the construction-linked plan, the Flexi payment plan, and the time-linked plan. These plans all have advantages and disadvantages. Let’s get into further detail about these. READ MORE…
In India, home insurance is still a new idea. But we can’t deny how important the same thing is. It’s surprising that we’ve all heard of life insurance and that most of us have probably also bought one for our families. It’s strange that we want to protect our lives from anything that could go wrong, but we don’t feel the same way about our homes. Since we spend almost all of our life savings on a home, it is important that we understand home insurance and make sure our homes are covered in case of a disaster. READ MORE…
Affordability Checklist
Purchasing a home can be a stressful experience. It can drain you not only physically and mentally, but also financially. If all of your expenses are not listed in advance, your budgeting can go haywire. To help you with this task, we have created a ‘Affordability Checklist’ that will ensure you stick to your budget. READ MORE… |
Credit Card Debt in Pala
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Pala is a small, mostly Native American, community and CDP located in the Pala Indian Reservation, located within San Diego County, California. For centuries a traditional gathering place of native peoples, it was selected in the early 19th century by Spanish Franciscan missionaries as the site of a mission to serve the Native Americans. The community is north of Escondido in the San Diego-Carlsbad metro area. In the National Geographic Names Database, it is officially catalogued as feature number 1661174. The community is in ZIP Code 92059, and inside area code 760. The community name may be
Benchmark Provides Credit Card Debt Solutions For Your Credit Card Debt Needs in Pala, CA.
It's not easy being in credit card debt. In fact, it can be downright scary and frustrating. You know you need to do something about it, but the thought of even starting can be overwhelming. We know because we've been there. Benchmark understands the Importance of Getting Out of Credit Card Debt and becoming financially successful. Here are some effective tips on how to get out of credit card debt and start building your financial future.
What is Credit Card Debt in Pala, CA?
Credit card debt is money owed to creditors and/or credit card companies. It can be caused by many different things, such as overspending, unexpected expenses, or simply not being able to keep up with payments. Whatever the reason, it's important to understand that Credit Card Debt Forgiveness is not something that should be ignored. Benchmark can help you – call today.
What Are The Consequences of Credit Card Debt in Pala, CA?
If you're in credit card debt, you're not alone. In fact, according to a report, 49% of Americans couldn't cover a $400 emergency expense with cash or savings. This is a scary statistic because it shows that many people are one unexpected bill away from financial disaster. Credit card debt can also have a major impact on your Credit Score. Your credit score is a number that a credit or credit card issuer uses to determine whether or not you're a good candidate for a loan. A low credit score can make it difficult to get a loan for a car, house, or even a credit card with a lower interest rate. Ignoring credit card debt can also lead to legal problems. If you don't pay off credit card debt, your Credit Card Company can sue you. In some cases, they may even hire a collection agency to try to get the money you owe. If you get into such trouble, give us a call and the team can help you get out of credit card debt and improve your credit score. Benchmark can also appoint a credit card debt lawyer for you to handle your matters.
The Right Approach To Paying Off Credit Card Debt in Pala, CA
Now that you know some of the consequences of credit card debt, you're probably wondering how to get out of it. The first step is to create Credit Card Debt Settlement. Determine how much money you have coming in each month and what your regular expenses are. Then, figure out how much you can realistically afford to put towards your credit card debt each month. Once you have a budget, you can start making monthly payments. If you can't afford to pay off your credit card debt in full, there are still options. You can Negotiate With Your Credit Card Company for lower interest rates or set up a payment plan. Getting out of credit card debt is not easy, but it's worth it. Making the decision to get control of your finances is the first step on the road to financial success!
Credit Card Debt Relief Program in Pala, CA - What is It?
The credit card debt relief program is a credit counseling service that can help you pay off your credit card debts. The credit counselors at the Credit Card Debt Relief Program will work with you to create a budget and help you negotiate with your credit card companies to lower your interest rates and monthly payments. Call Benchmark Today – the team can help you.
Can You Negotiate Credit Card Debt in Pala, CA?
The answer is yes, you can negotiate credit card debt, but it's not always easy. If you're struggling to make your payments and you're getting calls from Debt Collectors, then you should know how to negotiate credit card debt. There are a few things you should keep in mind if you're trying to negotiate credit card debt. Don't be afraid to ask for help. Benchmark is a Credit Card Debt Settlement Specialist and can help you negotiate. If you're not sure how to negotiate credit card debt, give me a call. The team will be happy to help you get out of debt and on the road to financial success! Contact us today for a consultation. Benchmark can help you get rid of credit card debt for good!
Steps To Get Out of Credit Card Debt in Pala, CA
Credit card debt is not uncommon. In fact, according to a report from the Federal Reserve Bank of New York, the average American consumer has credit card balances totaling more than $5,221! If You're Struggling With Credit Card Debt, you're not alone. But there is hope! Here are four steps that can help you get out of credit card debt and on the path to financial success.
Step One: Know Your Credit Card Accounts Inside and Out in Pala, CA
The first step to getting out of credit card debt is Understanding Your Credit Card Accounts. This means knowing how much you owe on each account, what the interest rate is, and what your monthly payment is. Once you have this information, you can start to develop a plan to pay off your debt.
Step Two: Make More Than The Minimum Payment in Pala, CA
The next step is to make more than the minimum payment on your credit card accounts. This may seem like an obvious step, but it's important to remember that making only the Minimum Monthly Credit Card Debt Payment will prolong the life of your debt and increase the amount of interest you pay.
Step Three: Attack Your Debt With A "Snowball" Approach in Pala, CA
Another effective way to get out of credit card debt is to use what's called the "snowball" approach. This means making the minimum payment on all of your credit cards except for the one with the lowest balance. Once that Credit Card Is Paid Off, you can then focus on the credit card with the next lowest balance. This approach can help you pay off your debt faster and make it feel less daunting.
Step Four: Consider A Balance Transfer Credit Card or Debt Consolidation Loan in Pala, CA
If you're struggling to make headway on your credit card debt, you may want to consider a balance transfer or debt consolidation loan. These options can help you get a lower interest rate, which can save you money in the long run. Getting Out of Credit Card Debt can seem like a daunting task, can seem scary and intimidating, but it's important to remember that there is hope! By following these four steps, you can put yourself on the path to financial success. The associates Benchmark are Credit Card Debt Specialists. If you have credit card debt and would like to explore your options, please contact today! Benchmark can help you get out of credit card debt and on the path to financial success. Contact for a consultation.
Can You Take A Personal Loan To Pay Off Credit Card Debt in Pala, CA?
If you're struggling to make ends meet each month and find yourself making credit card payments to cover basic expenses, it may be time to consider taking out a personal loan to pay off your debt. Personal loans typically have lower interest rates than credit cards, meaning you could save money in the long run by Consolidating Credit Card Debt into a single monthly payment. Before taking out a personal loan, be sure to shop around and compare offers from multiple lenders. You'll also want to make sure you can comfortably afford the monthly payments on your loan. Once you've found the right loan for you, all you need to do is submit an application and wait for approval. Once you're approved, the funds will be deposited into your bank account and you can use them to pay off your Credit Card Debt . If you're ready to get out of debt and take control of your finances, a personal loan could be the answer you're looking for. Consolidating your debt into a single monthly payment could help you save money on interest and get out of debt faster. For more information, get in touch and see how you can do this easily.
Credit Card Debt Forgiveness in Pala, CA - is it Possible?
The answer is yes, but it's not easy. You'll need to work with your creditors and come up with a plan that works for both of you. There are things you can do related to Credit Card Debt Relief that help make the process go more smoothly:
Talk to your creditors: Explain your situation and let them know what you're working on.
Make a budget: This will help you see where your money is going and where you can cut back.
Get help from Credit Card Debt Professionals: It is very helpful to have an expert on your side. Here's where our company can help. Benchmark is experienced in helping people get out of debt and can work with you to create a plan that's tailored to your unique situation.
If you're ready to take the first step toward financial success, contact us today. The company will be happy to help you get started on the road to a bright future.
What To Do When Your Credit Card Bills Are Soaring High in Pala, CA?
When your credit card bills are piling up and you're struggling to make ends meet, it's time to take a step back and assess your financial situation. One of the best things you can do is Create Credit Card Budget for yourself. This will help you see where your money is going and where you can cut back on expenses. If you're still struggling to make payments, there are a few options you can explore. You can try to negotiate with your credit card company for a lower interest rate or payment plan. You can also look into transferring your balance to a 0% APR credit card. If you're really struggling, you can even consider filing for bankruptcy. Give us a call 760-469-4000 today to learn more about what the company can do for you. Benchmark offers a variety of services that can help you get your finances back on track.
How Can I Avoid Getting Into Credit Card Debt in Pala, CA?
One of the best ways to avoid getting into credit card debt is to live within your means. This means only spending what you can afford and not Using Your Credit Card To Purchase Things you can't afford. It's also important to pay off your balance in full each month. If you can't do this, try to at least make more than the minimum payment. Another way to avoid getting into credit card debt is to use a cash-back or Rewards Credit Card. This way, you can earn points or cash back on the things you're already buying. Just be sure to pay off your balance in full each month to avoid interest charges. If you're already in credit card debt, don't despair! Call today. Specialists can help you.
How We Can Help With Your Credit Card Debt in Pala, CA
We understand how difficult it can be to get out of debt. That's why Benchmark offers a variety of services that can help you get your finances back on track. Benchmark can work on your credit score, Defend Your Credit Case in case of a lawsuit, defend your case should you be sued, make negotiations, set up a payment plan, and even help you File For Bankruptcy if necessary. Contact today to learn more about what the team can do for you! Our company is here to help you get out of debt and take control of your finances. Let the team help you achieve financial success!
Praise From Our Happy Clients About Credit Card Debt in Pala
"Thank you so much Benchmark for helping me improve my credit in Pala, CA. It took a little over 6 months to get my credit just where I needed it.Excellent!"
"Benchmark did a fantastic job on my credit, I had a very low credit score I couldn't get approved for any credit cards in Pala, CA, which was very disappointing for me. But they helped me the best. Recommended"
"Benchmark was great they improved my credit score many points in no time ! Definitely recommend this place in Pala, CA."
Areas We Serve For Credit Card Debt in California
Leading and professional Pala credit repair company, Benchmark helped thousands of people fix their credit reports and low credit ratings. Extensive credit repair experience enables us to understand your credit rating and remove negative items on your credit reports like late payments, bankruptcies, debt collections, charge-offs, liens, and more. |
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Health, Skin Tightening Solutions, Weight Loss, Weight loss Previous Next
Using Radio Frequency for Skin Tightening
We all know that everybody ages. However, there are women who seem to be better at aging then others. Well, to help the unfortunate ones who have to put up with the signs of aging, proponents of aesthetic medicine keep on searching for ways to hide the signs of aging through technology and surgery. A lot of women deal with the issue through proper nutrition and exercise. Others use a combined solution of science and hard work. Then again, there are just parts of the body that don’t allow easy concealment of aging. For one, facial wrinkles are hard to disguise with a few facial creams, makeup or other advancements in modern medicine. Creams used to treat wrinkles come with lots of antioxidants to fight again. Some of them work, however the wrinkles almost always come back. Then there is the matter of using radio frequency to treat wrinkles.
Today, a lot of individuals want skin tightening treatments that don’t involve any surgery, pills or injections. As such, radio frequency (RF) treatments are getting quite popular. These treatments can take around 45 to 60 minutes. Plus, they don’t need anesthesia. How do RF treatments work? The treatments send electrical pulses of energy to the skin. This causes heat to build up in the target area. The heat increases blood flow to the skin, which in turn stimulates the bundles of collage beneath. The result is the growth of new collagen cells for firmer and tighter skin. Of course, a patient has to seek several sessions of skin firming in Pelleve. It is common to feel some warmth during the application of the treatment. However, the feeling does not last long and the skin will cool down in a few minutes or a few hours, depending on the treatment administered.
In short, if the aim is to get rid of wrinkles for Newton patients, cellular activity must be stimulated in order for new collagen to be produced. This is why RF treatments are gaining popularity as the effective non surgical treatment for eye wrinkles as well as wrinkles on the cheeks, forehead, jaw line, mouth area and other problem spots on the body. Pelleve skin tightening controls the amount of radio waves that create vibrations in water molecules under the skin. These vibrations create friction which generates heat. In the process of cooling the heated molecules, skin tightening and firming are achieved. The process to get rid of wrinkles can require several sessions spanning six months for better results. There are actually other alternatives for skin firming without lasers used. The key is to ask your doctor for recommendations of the right method for you.
In conclusion, wrinkles are part and parcel of aging. However, you can have the earlier if you expose your fact, hands, forearms and neck to the sun on a regular basis. Yes, you can get treatment for facial wrinkles. But then again, if you don’t abuse your skin, you won’t have need for treatments in the first place.
Make Your Skin Firm with the Power of Radio Frequency
The Fountain of Youth: Made Possible with Skin Tightening Mesotherapy
Tiny Needles Give Beautiful Faces to People
Non-Invasive Facial Treatments for the Aging Skin
Tags: radio frequency, skin tightening, skin tightening injections, wrinkle treatment
Archived in Health, Skin Tightening Solutions, Weight Loss, Weight loss |
This is an option for filling the space created by a missing tooth. It is formed to look like the missing tooth, and it takes its place in the mouth. The sides of a bridge use the two surrounding teeth for support, hence the name. A bridge replaces the missing tooth, both functionally and cosmetically. Bridge work is as much an art as it is an exact science. The materials used may be gold alloys, porcelain bonded to metal alloy, or all ceramic material. The choice of material depends on requirements for strength, wear, and/or esthetics.
It is important that a missing tooth be replaced as soon as possible for several reasons. If not treated the teeth surrounding the gap begin to shift inward, creating a whole chain reaction of bad things. Teeth use their neighbors for support, and, with one missing, they start to “fall.” As this worsens the bite changes in response to the pressure. This can eventually result in problems with the entire jaw, e.g. TMJ. The surrounding teeth deteriorate and it is just a matter of time before they, too, are lost. Gum disease becomes a serious problem, with the difficulty of treatment increasing as the neglect continues. |
daily – Design You Trust
Photographer by Ruth Orkin Captured Stunning Color Photographs of New York City in the 1950s
Ruth Orkin was a trailblazing photojournalist and filmmaker, whose passion for photography began at a young age. Born in Boston, Orkin grew up in Hollywood during the 1920s and 1930s, and was gifted her first camera, a 39 cent Univex, at the age of 10. It was a gift that would change the course of her life. Continue reading »
Amazing Old Photos that Capture the Everyday Life in New York City in The 1940s
Library of Congress/New York City Library/Wikimedia Commons/PBS
These incredible black and white photographs document everyday life in New York City in the 1940s and offer a glimpse into a long-gone era. From street peddlers selling fish or fresh ears of corn, to cars stalled under mounds of snow, scenes are both familiar and nostalgic. Continue reading »
Cute Illustrations Featuring An Introverted Cat That Is Just Living Its Life
The Art Of Sleeping
According to Andrews Amoramar: “Lonecat is an introverted cat who likes to spend time by himself. This is not to say that he is antisocial, but rather that he knows how to be alone. Continue reading »
Cute and Warm Sketches of Japanese Life by Naoyuki Hayashi
Discover the Art of Naoyuki Hayashi, a freelance concept artist working in Tokyo, Japan. Continue reading »
Documenting America: Scenes of Early-Century New York City Life in Paintings of John French Sloan
Sunday Women, Drying Their Hair, 1912
John French Sloan (August 2, 1871 – September 7, 1951) was an American painter and etcher. He is considered to be one of the founders of the Ashcan school of American art. Continue reading »
A Human Science Teacher Who Is Passionate About Capturing The Human Condition In The Streets
Jeffrey De Keyser is a Street Photographer from the Belgian city of Ghent. As he says: “Street photography has the power to capture a small slice of the human condition, to evoke people’s emotions and to influence their thinking through a universal visual language. It’s a mirror of our imagination, an existential inquiry into perception, with the ability to express something that is beyond words.” Continue reading »
Life Before World War II: Fascinating Color Photographs Capture Everyday Life in Budapest, Hungary in 1939
Though the history of color photography dates back more than a hundred years, the production and publication of color enlargements (photopositives) has only been widespread since the 1940s, when color film first entered mass use. These fascinating color photographs were taken by an unknown photographer using Agfacolor, they show everyday life in Budapest in 1939, just before the Second World War. Continue reading »
Evocative Photos of Life in Texas in the 1970s
Dallas, 1972
By the late 1960s, the American landscape was ravaged by decades of unchecked land development, blighted by urban decay in the big cities, and plagued by seemingly unstoppable air, noise, and water pollution. Continue reading »
Fascinating Nostalgic Black and White Photos of Daily Life in Michigan in 1970s and ’80s
These pictures were taken by Don Hudson, an experienced amateur photographer born on December 29, 1950 in Detroit, Michigan, during his student days at the Detroit Society of Arts and Crafts, now called College for Creative Studies. Continue reading »
Artist Illustrates Daily Struggles And Life With A Cat In Humorous Comics
When one browses the internet there’s no running away from comics, and the best thing about is that they come in all shapes and sizes. However, if you are looking for something that can lift up your mood instantly, we highly recommend cat comics! It is a well-known fact that cats make everything out to be more dramatic than it actually is and owning one is both a blessing and a curse at times. Continue reading »
Sad and Happy Moments on the Photos of Boris Register
Boris register is a photographer who didn’t do staged photos, so all of his images were caught in a moment and therefore wonderful. Even those which cause the feeling of discomfort. Continue reading »
Unexpected Coincidences On The Streets Of New York That This Russian Photographer Managed To Capture On Camera
It’s interesting how different the world can seem through a camera lens. Some people might be excited to take it out only for special occasions or when they see a colorful sunset. But others will keep it in their hands all the time and will make simple moments more special by making them permanent in their camera roll. Continue reading »
Amazing Photos Capture Street Scenes of New York City in the 1990s
At the dawn of the 1990s, New York City was in an unremittingly bleak state. Following two decades of continuous decay, 1990 brought yet another all-time record high in violent crime and to this day, 1990 and the three years that followed remain the most homicide-plagued stretch in the city’s last five decades. The 1990s had quickly positioned itself to become the city’s worst decade yet. Continue reading »
Photographer Captures the Decadence and Conflict of Russia’s Turbulent 2010s
A lot of photographers have tried to capture the peculiarities of Russia’s day-to-day life, but no-one does quite like Konstantin Tishshe. The Ural-based independent photographer documents the ambivalent reality of the 2010s and the unconventional beauty of coming of age in Russia’s outskirts. The teenagers he documents — idealist, quixotic and lost — are in constant search of connection, whether through a smartphone or at wild house parties. Continue reading »
Outstanding Color Autochromes from Pre-Revolutionary Russia
These outstanding autochrome pictures of pre-Revolutionary Russia were taken by Peter Ivanovich Vedenisov (1866-1937), a graduate from the Moscow conservatory. He settled in to Yalta, working as a professional pianist, vice-chairman of the Yalta branch of the Russian musical society, founder of the Yalta religious-philosophical society and an avid meteorologist. But Vedenisov’s passion lay in photography. Continue reading »
Photographer Captures Everyday Life In Mozambique, Here Are His Best Shots
There’s nothing like candid everyday life realities to inspire street photographers. One of them is a talented photographer and a French language teacher, Grégory Escande, who captures cheerful moments as well as hardships of people living in Maputo, Mozambique, which is considered one of the poorest countries in the world. Continue reading »
Being Belgian Living In Taiwan, This Artist Discovered Many New And Special Things, Illustrated 100 Of Them
According to Liesbeth Cole: “When living in a foreign country, you always discover new things that raise your eyebrows, make you laugh, or give you a certain emotion. Continue reading »
Here Are 40 Really Bad Cat Drawings To Make You Laugh
According to an artist: “My name is Ainars and I’m the creator of @dailypurrr on Instagram.
More than three years ago, I figured out that I wanted to make silly cat doodles and do them every day. That’s how dailypurrr started. But before that, I had dozens of failed attempts to create something that would bring some fun to people around the internet. Continue reading »
London in 1979 Through Fascinating Photos of George Kindbom
London is the capital and largest city of England and the United Kingdom. The city stands on the River Thames in the south-east of England, at the head of its 50-mile (80 km) estuary leading to the North Sea. London has been a major settlement for two millennia. Londinium was founded by the Romans. Continue reading »
Photographer Captures The Lives Of People Living In Yakutia, One Of The Coldest Regions In Russia
Winter can be quite painful and annoying to many people. At least to the ones living in the places of the world that have cold temperatures and piles of snow. Continue reading »
La-La Land: The Playful Side of Los Angeles in The 1970s and ’80s
Parade staging area, Los Angeles, 1980
American photographer Gary Krueger believes he lived through a ‘golden age’ in 1970s and 80s Los Angeles. A new exhibition pulls together his playful street photography. Continue reading »
The Daily Adventures of a Strange Soul
Here is an Instagram account filled with poetry. Theadventuresofastrangesoul’s gallery makes up a unique universe, coloured with deep blues and reds. When this mysterious photographer doesn’t capture the starry sky, he shoots buildings facades and lit windows, tempting us to invent thousands of stories. Continue reading »
Life in the Past Through Stunning Color Photos Captured by Fred Herzog
Reader spruce, 1959.
Fred Herzog was born in Stuttgart, Germany in 1930. Losing both his parents during and after the war, he immigrated to Canada in 1952 and settled in Vancouver the following year. Continue reading »
Trying to Understand the Mysterious Russian Soul with Amazing Photographs of Sergey Kolyaskin
Daily moments of life on photographs of Sergey Kolyaskin – master who has his own school of photography, who had fifteen personal exhibitions and published two photo albums, participated in numerous contests, being a member of the Creative Union of Artists of Russia and the Russian Geographical Society. Continue reading »
The America We Lost: Fascinating Found Photos Show How Life of the US Looked Like in the 1960s
Florida gulf, 1962
The 1960s were a decade of revolution and change in politics, music and society around the world. It started in the United States and the United Kingdom, and spread to continental Europe and other parts of the globe. Continue reading » |
Home / Lifestyle / Elderly care in B'dos
Elderly care in B'dos - by admin July 30, 2012
The way to get our young people to vote
I usually pay attention to comments made in reference to my columns. My last column on disinterest by young persons in voting at the upcoming elections evoked several comments. One of keen interest was the critique that I didn’t present much by way of solutions to the challenge of getting young persons to vote. I […]
Marching for a cause
The Barbados Association of Endometriosis and Polycystic Ovarian Syndrome (BAEP) joined with similar international groups in celebrating Endometriosis Month with a march on Sunday. The march, which began and ended at Rascals, Brandon’s Beach, St Michael, sought to sensitize the public about endometriosis, a condition which affects 176 million women worldwide. Its cause is unknown. […]
Preventative self care
What is preventative self-care? It is simply all the things we do to keep ourselves at our best. All the things we do to prevent a health concern from getting worse. So, it would include the interventions to make sure the work doesn’t madden us or maybe give us a stroke, and the lifestyle and […]
Boss cook
At age 26, award-winning Barbadian chef Javon Cummins is the youngest head chef in the Elegant Hotels Group, leading the team at the company’s newest signature restaurant, Tapestry, at the adults only boutique hotel Treasure Beach, Paynes Bay, St James. Cummins first became interested in cooking at the age of seven and competed in his […]
Go see for yourself!
I have just returned to Barbados following a four-day visit toVenezuela. My elder daughter – noted Barbadian dancer and choreographer Aisha Comissiong – accompanied me and we stayed at the Melia hotel in Caracas, the capital of Venezuela. This last trip to Venezuela was my fourth over the past 13 months. And even though our […]
Special delivery for Sterling
Cultural Ambassador Stedson RPB Wiltshire has presented a package of educational supplies to the Child Care Board (CCB) for distribution to the Sterling Children’s Home in St Philip. The presentation was made at the CCB’s headquarters today by RPB whose Red Foundation partnered with the international charity Robinson Smiles & Hope Inc. to make the donation possible. […]
STEM 4 Girls
The fields of Science, Technology, Engineering and Mathematics, known collectively as (STEM), are considered significant areas of growth in terms of career choices as the world embarks on the fourth industrial revolution. And given that women outnumber men in this world and as more opportunities become open to them, that field is no longer restricted […]
Full of hope
All hope is definitely not lost for the youth of Barbados. This was the contention of Acting Commandant Major Peter Powlett as he addressed a two-and-a-half-hour-long church service on Sunday morning at the Whitepark Wesleyan Holiness Church, marking the start of the Barbados Cadet Corps’ week of celebrations. Speaking on the theme Learning to Do […]
Vegetarian comfort food
Since the start of 2018, I’ve spent quite a lot of time discussing cooking methods, including Slow Cooking, not to be confused with the Slow Cooker, a piece of kitchen equipment; Barbecuing and Smoking, as well as moist heat and dry heat methods of cooking. This week, you can put some of that theory into […] |
Why tackle malnutrition
Dr. Jacquelyn Bedsaul
Nutritional Immunologist
Intrigued by the implications of malnutrition on the immune system, Jacquelyn brings a unique immunology and basic science perspective to the team. She hopes to help demonstrate that the implementation of effective nutrition interventions can improve immunity and health outcomes in low- and middle-income countries where communities experience undue burdens of malnutrition, infection, and mortality.
Jacquelyn earned a PhD in immunology from the Johns Hopkins University School of Medicine and was also an active member of the Alternative Protein Project, which aims to increase research, education, and innovation in this space. She has been engaged in coursework, teaching, and outreach at the intersection of nutrition, microbiology, and immunology, and hopes to combine her interest in these fields for the benefit of public health and vulnerable groups worldwide.
See our guideposts, milestones, and roadmap to end malnutrition
Know more about our allies in the battle against malnutrition.
Learn about our 3-stage plan to deliver direct impact on the ground.
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Examine how we build DEI values into the fabric of Sight and Life.
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Why malnutrition |
Second Radiohead Remix Project Offers Mixed Results
Party Ben
You gotta give it to Radiohead: they know how to use that internet. While other bands fret about file-sharing or unauthorized mashups and remixes, Thom Yorke and his merry bandits gave away 2007’s In Rainbows for free, if you wanted, and happily sold the individual instrument tracks from the song “Nude” on iTunes a few months back so amateur remixers could have their way with them. Now they’ve done it again, with (in my opinion) a slightly more compelling track from In Rainbows, the haunting “Reckoner.” The band have set up a “Reckoner Remix Project” web site where producers can upload their tracks and fans can listen and vote for their favorites. There doesn’t appear to be any prize (other than the possibility Mr. Yorke himself might pop your mix onto his iPod) and the fine print makes it clear that Radiohead owns everything, always and forever, but it’s still pretty interesting to see what people have come up with.
According to Pitchfork, both Diplo and James Holden cheated, as their remixes were requested by the band for the site. Holden’s is the more intriguing (although it sure takes a while to get going), while Diplo’s vaguely-Bmore beats sound kind of plug-and-play. Hip-hop producer (and Party Ben fave) Flying Lotus has a version in the top ten, complete with his signature static and fuzz, but there’s something a bit off about it—dare I say it’s out of key? The #1 highest ranked mix, with over 900 votes, is by someone called “Baskfield”; it annoys me from the get-go, with inexplicable staccato effects on the vocals that sound like mistakes. Clearly somebody has a “vote for me” campaign going on. My favorite at the moment is the #2 version by The Deadly Syndrome, a jittery mid-tempo take that adds retro-flavor Daft Punk beats and buzzy videogame-style beeps yet doesn’t come off as silly. On the contrary, it adds a Kraftwerk-like delicacy to the profound melancholy of the original. Listen to all the mixes and vote here.
I’d submit a remix, by the way, but I’d probably just want to mix the vocal with, like, “Owner of a Lonely Heart,” and that’s not allowed. |
How To Negotiate Your Next Pay Rise
If the thought of sitting in front of your boss and asking for a pay rise fills you with dread - you’re certainly not alone. However, with the cost-of-living crisis worsening, it’s not surprising that ... |
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Category: Economics
Book Review: Biology in the Grid: Graphic Design and the Envisioning of Life by Phillip Thurtle
Reviewed by Amy Ione
As I began Phillip Thurtle’s well-researched Biology in the Grid: Graphic Design and the Envisioning of Life, I wondered how his “envisioning of life” would intersect with the abundant evidence that a complex array of grids have served as a foundational element in art, architecture, and design production throughout history. A few examples that quickly come to mind include those used to construct perfectly proportioned Egyptian and Aztec temples, Islamic and Buddhist art, Chuck Close’s stylized portraits, and the layout of medieval illuminated manuscripts. Rosalind Krauss’ 1978 statement that the surfacing of the grid in early twentieth century modernist art was an announcement of “modern art’s will to silence, its hostility to literature, to narrative, to discourse” [1] is also a part of the grid litany, although one that gives a negative cast to how we use grids to engage with objects in our world.
As it turns out, Biology in the Grid moves along a markedly different track. Despite his integration of graphic design, the entertainment industry, advertising, and cultural theory, the book is largely orthogonal to the long art and design trajectory. Thurtle sees grids as a framework within a biopolitical circumstance and makes the point that “living in the grid’ does not equalize us because all lives are not treated similarly despite the seeming uniformity of the form. In his words: Continue reading “Book Review: Biology in the Grid: Graphic Design and the Envisioning of Life by Phillip Thurtle”
Author The Diatrope InstitutePosted on October 2, 2019 Categories Art and Science, Blog, Book Reviews, Economics, Film and Media Studies, Graphics and Design, History of Science, Publications, ScienceTags Art/Science/Technology, Biology, Biopolitical, Evolutionary Development, Grids, History of Science, Holism, Natural Life, Science, Visual Culture |
Kiwix is connecting the unconnected
21 December 2018 by Stéphane Coillet-Matillon
In Eritrea or Cuba, people routinely buy Wikipedia for one dollar.[1]
Wait, what? Isn’t Wikipedia free? Of course it is—Wikipedia, in fact, is entirely free and very easy to reach if you are not one of four billion people who still do not have internet connectivity.
If you are, however, having problems to access your favourite encyclopedia, then chances are that you may have to turn to Kiwix, which allows you to access educational content in over 100 languages (like Wikipedia) on any computer or smartphone, without the need for a live internet connection.
Think of it as an offline browser: you download the content of your choice, store it on your phone or computer (or even install it on a private wiki hotspot), and voilà: the look and feel of it is exactly like being on the internet, except that you are not.
https://diff.wikimedia.org/wp-content/uploads/2018/12/Kiwix-Connect-the-unconnected.mp4
Kiwix currently has three to four million users around the world. 80% of these live in emerging countries, such as Mexico, South Africa, India, and even North Korea. Five years from now, we’re planning to reach a hundred million, all of them enjoying the power of free.
While most people in developed countries tend to complain about information overload, half the planet still suffers from a lack of access to the sum of all knowledge. Thanks to Wikimedia editors and donors, we’re reaching out. If you think that Wikipedia has value for you but also for others at the other end of the world, then visit donate.wikimedia.org or support.kiwix.org and help us with our mission.
Stéphane Coillet-Matillon, Kiwix
Video by Kiwix.org/Victor Grigas, CC BY-SA 4.0; other attributions available on Wikimedia Commons.
[1] That’s not an insignificant amount of money. In Eritrea, one dollar is more than the minimum wage for an entire day. In Cuba, one dollar is above the average daily salary. In Western parlance, that would mean paying between 60 dollars (US daily minimum wage) to 130 dollars (median US individual income).
Archive notice: This is an archived post from the News section on wikimediafoundation.org, which operates under different editorial and content guidelines than Diff.
Posted in Community, WikipediaTagged Kiwix, offline, Wikimedia Foundation News (EN Archive) |
As a result of the isobaric process, the volume of
Content: 20857.png (54.52 KB)
As a result of the isobaric process, the volume of oxygen with a mass of m = 2 kg increased n = 2 times. Determine the change in gas entropy. The molar mass of oxygen is 32 g / mol. |
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Collective Leadership, Academic Collaborations and Health Disparities: A Framework for Success
Phyllis R. Magrab, Georgetown UniversityFollow
Suzanne M. Bronheim, Georgetown UniversityFollow
collective leadership; community partnerships; collaboration; team science; health disparities
Implementing collaborative approaches to addressing health disparities involves multiple individuals who have leadership roles both within their own sectors and within the collaborative effort’s infrastructure. Understanding how that collective leadership operates and the skills and behaviors each member of the team brings to the collaborative process can shed light on what makes for a successful outcome. The Center of Excellence for Health Disparities in the Nation’s Capital (CEHD) was a collaborative effort between two universities and among multiple schools within the same institution, across departments and with multiple community partners. This paper presents a case example of collective leadership in an academic setting with the goal of reducing health disparities in the District of Columbia utilizing the leadership model of Kouzes and Posner (2007) as a conceptual framework.The self-assessment of leadership practices within the leadership team of this collaborative effort demonstrated that while across the team there was the array of leadership practices needed to support successful collaboration, no one team member reported high frequencies of all practices. It was the collective profile of behaviors that aligned with the elements needed for successful collaboration.
Magrab, Phyllis R. and Bronheim, Suzanne M. (2018) "Collective Leadership, Academic Collaborations and Health Disparities: A Framework for Success," Journal of Health Disparities Research and Practice: Vol. 11: Iss. 2, Article 11.
Available at: https://digitalscholarship.unlv.edu/jhdrp/vol11/iss2/11 |
Home/World/Travel/10 Best Seafood Markets in the Country
10 Best Seafood Markets in the Country
DigitalTechviewsMay 21, 2022
If you’re a seafood lover, then you know that nothing beats buying seafood fresh from the market. Seafood is a healthy and delicious option, and it’s also incredibly versatile. Whether you’re looking for something simple to cook for dinner or want to impress your friends with a seafood feast, the right seafood market can provide everything you need. In this blog post, we’ll take a look at 10 of the best seafood markets in the country.
If you’re ever in the mood for fresh seafood, be sure to check out one of these markets:
Some things to keep in mind when shopping at a seafood market:
How will I know if the Seafood is still fresh?
What are the different types of seafood?
When it comes to seafood, freshness is key. That’s why a good seafood market is essential for any seafood lover. A great seafood market will have a wide variety of fresh seafood options, as well as all of the necessary supplies for cooking and storing your seafood. In this blog post, we’ll take a look at ten of the best seafood markets in the United States.
Fisherman’s Wharf in San Francisco, California
Pike Place Market in Seattle, Washington
The Fulton Fish Market in New York City, New York
The New England Seafood Market in Boston, Massachusetts
Eastern Market in Detroit, Michigan
The Camden Waterfront in Camden, New Jersey
The Seattle Public Market in Seattle, Washington
The Reading Terminal Market in Philadelphia, Pennsylvania
Faneuil Hall Marketplace in Boston, Massachusetts
No matter where you are in the country, there’s sure to be a great seafood market nearby. So next time you’re in the mood for fresh seafood, be sure to check out one of these markets!
Fisherman’s Wharf in San Francisco, California: This world-famous marketplace is located on the pier in San Francisco and offers a wide variety of fresh seafood options, as well as souvenirs and gifts.
Pike Place Market in Seattle, Washington: Pike Place Market is one of the oldest continually operated public markets in the United States and offers a variety of fresh seafood, produce, flowers, and more.
The Fulton Fish Market in New York City, New York: The Fulton Fish Market is the largest in the United States and has been in operation since 1822. You can find a wide variety of fresh seafood here, as well as prepared foods and other goods.
The New England Seafood Market in Boston, Massachusetts: This market specializes in fresh seafood from the Northeast region of the United States. In addition to a wide variety of seafood, you can also find prepared foods, baked goods, and more.
Eastern Market in Detroit, Michigan: Eastern Market is the largest historic public market district in the United States and offers a variety of fresh produce, flowers, meats, seafood, baked goods, and more.
The Camden Waterfront in Camden, New Jersey: The Camden Waterfront is home to a variety of shops and restaurants, as well as the Adventure Aquarium, making it the perfect place to spend a day exploring.
The Seattle Public Market in Seattle, Washington: The Seattle Public Market is located in the heart of downtown Seattle and offers a wide variety of fresh produce, meats, seafood, baked goods, and more.
The Reading Terminal Market in Philadelphia, Pennsylvania: The Reading Terminal Market is one of the largest and oldest public markets in the United States, offering a wide variety of fresh produce, meats, seafood, baked goods, and more.
Faneuil Hall Marketplace in Boston, Massachusetts: Faneuil Hall Marketplace is a historic marketplace and popular tourist destination in Boston that offers a variety of shops, restaurants, and entertainment options.
The fresher the better: When it comes to seafood, freshness is key. Be sure to check the expiration dates on any seafood you’re considering purchasing and ask the staff about the freshness of their fish.
Know what you’re looking for: It’s important to know what type of seafood you want before you head to the market. This will make it easier to find what you’re looking for and avoid getting overwhelmed by all of the options.
Ask questions: Don’t be afraid to ask the staff at the seafood market for advice on what to buy or how to prepare your seafood. They’ll be more than happy to help you out!
The best way to tell if seafood is still fresh is to check the expiration date. You can also ask the staff about the freshness of their fish.
There are many different types of seafood, including fish, shellfish, and crustaceans. Some of the most popular types of seafood include salmon, tuna, shrimp, and crab.
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Category: Migration and Integration
The Azure MFA SDK stops working today
Requiring multi-factor authentication for on-premises Microsoft resources has been a difficult challenge, ever since Microsoft acquired PhoneFactor in 2012 and slowly but steadily turned its technologies into Azure MFA. Today, we’re reaching the end of the line for one of the intermediate multi-factor authentication solutions: the Azure MFA SDK. About the Azure MFA SDK The … Continue reading "The Azure MFA SDK stops working today"
Author Sander BerkouwerPosted on September 30, 2020 Categories Migration and Integration, Multi-Factor Authentication, Product and Manufacturer News
TODO: Move from the Azure AD Graph API to the Microsoft Graph API
Last month, Microsoft has announced the deprecation of the Azure Active Directory Graph API (graph.windows.net). Going forward, the Microsoft Graph API (graph.microsoft.com) is the supported way to gain access to Azure Active Directory programmatically. What will happen? Let’s look at the timeline shared by Microsoft: For the next two years, applications and tools communicating … Continue reading "TODO: Move from the Azure AD Graph API to the Microsoft Graph API"
Author Sander BerkouwerPosted on July 21, 2020 Categories Azure Active Directory, Migration and Integration
HOWTO: Perform an Azure AD Connect Swing Migration
Azure AD Connect is a crucial component in today’s Hybrid Identity strategies. This tool takes care of the synchronization of objects and their attributes from an on-premises Active Directory environment to Azure AD. In some scenarios, it also takes care of authentication when accessing Azure AD-integrated applications. As with any system in a networking infrastructure, … Continue reading "HOWTO: Perform an Azure AD Connect Swing Migration"
Author Sander BerkouwerPosted on July 17, 2020 October 23, 2020 Categories Azure AD Connect, Migration and Integration
TODO: Upgrade from ADAL to MSAL
Last week, Microsoft has announced the deprecation of the Azure Active Directory Authentication Library (ADAL). Going forward, the Microsoft Authentication Library (MSAL) is the supported way to provide authentication with Active Directory and Azure AD in applications. What will happen? Let’s look at the timeline shared by Microsoft: For the next two years, applications … Continue reading "TODO: Upgrade from ADAL to MSAL"
Author Sander BerkouwerPosted on June 29, 2020 Categories Active Directory, Azure Active Directory, Migration and Integration
A Real-world tested Approach for Transitioning Web Application Proxy Servers
We’ve migrated many AD FS implementations from Windows Server 2012 R2 to Windows Server 2016 and beyond. This blogpost intends to share our experiences during these migrations, so you can take advantage of them during your migrations. How we migrate In general, we migrate Web Application Proxy servers by adding additional Web Application Proxies … Continue reading "A Real-world tested Approach for Transitioning Web Application Proxy Servers"
Author Sander BerkouwerPosted on April 21, 2020 May 2, 2020 Categories Active Directory Federation Services, Microsoft Windows Server 2012 R2, Microsoft Windows Server 2016, Migration and Integration
A Real-world tested Approach for Transitioning AD FS Servers
We’ve migrated many Active Directory Federation Services (AD FS) implementations from Windows Server 2012 R2 to Windows Server 2016 and beyond. This blogpost intends to share our experiences during these migrations, so you can take advantage of them during your migrations. How we migrate In general, we migrate AD FS servers by adding additional … Continue reading "A Real-world tested Approach for Transitioning AD FS Servers"
Author Sander BerkouwerPosted on April 20, 2020 October 14, 2020 Categories Active Directory Federation Services, Microsoft Windows Server 2012 R2, Microsoft Windows Server 2016, Migration and Integration
KnowledgeBase: App Passwords are only available to users with a non-Conditional Access MFA requirement
Multi-factor authentication is the current solution to the problem of inadequate information security in today’s world of user names and passwords. When you have enabled multi-factor authentication in Microsoft Azure and Office 365, you might need app passwords to allow for certain access to not disrupt the business. The situation As an organization, you … Continue reading "KnowledgeBase: App Passwords are only available to users with a non-Conditional Access MFA requirement"
Author Sander BerkouwerPosted on April 17, 2020 July 13, 2020 Categories Azure Active Directory, KnowledgeBase Articles, Migration and Integration, Multi-Factor Authentication
Announced: Azure AD to offer more 3rd Party MFA features
Azure Active Directory is Microsoft’s Identity Management-as-a-Service solution, offering seamless access, easy collaboration, efficiency in IT processes and improved security and compliance. In its Release Notes for Azure Active Directory, Microsoft announced a plan for change regarding Azure MFA. What’s announced Microsoft is planning to replace the current Custom controls (preview) in Conditional Access … Continue reading "Announced: Azure AD to offer more 3rd Party MFA features"
Author Sander BerkouwerPosted on March 25, 2020 March 25, 2020 Categories Azure Active Directory, Migration and Integration, Multi-Factor Authentication
Knowledgebase: In-place Upgrading Domain Controllers to Windows Server 2019 while still using NTFRS breaks SYSVOL Replication and DSLocator
In a domain that is configured to use the File Replication Service, the SYSVOL folder is not shared after you in-place upgrade a Windows Server 2019-based Domain Controller from an earlier version of Windows. Until this directory is shared, Domain Controllers do not respond to DCLOCATOR requests for LDAP, Kerberos, and other Domain Controller workloads. … Continue reading "Knowledgebase: In-place Upgrading Domain Controllers to Windows Server 2019 while still using NTFRS breaks SYSVOL Replication and DSLocator"
Author Sander BerkouwerPosted on April 10, 2019 Categories Active Directory, KnowledgeBase Articles, Microsoft Windows Server 2019, Migration and Integration
Default checks to perform when implementing Hybrid Identity, Part 4: Groups with large memberships
Microsoft has introduced an impressive array of technologies and an awesome vision on Hybrid Identity: Their vision entails seamless access to corporate resources, services and applications for people, no matter where these resources, services and apps are located (either on-premises or in the cloud) while in the mean time allowing for strong authentication and granular … Continue reading "Default checks to perform when implementing Hybrid Identity, Part 4: Groups with large memberships"
Author Sander BerkouwerPosted on July 14, 2016 July 14, 2016 Categories Active Directory, Azure Active Directory, Migration and Integration
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The Other Side of Abroad – What You Don’t See on Insta
by Steph Harris | Jan 10, 2019 | Dirty Water News
My semester abroad was one of the best experiences of my life. As a result, this article and its pictures are in no way meant to disgrace or doubt the beauty of abroad. Instead, the article is simply a glimpse at some of the conditions and challenges students and... |
Why Is Land Cheap in Maine?
Maine is a state located in the northeastern United States and bordered by Canada to its north. With its rugged coastline, vibrant forests, and picturesque mountain ranges, it has become one of the most popular vacation destinations and an investment hub for people looking for a new home site to enjoy with family members.
The state also offers a wide range of cheap land for sale – but why is that? This blog post will explore the factors at play behind why is land cheap in Maine, as well as the potential benefits of purchasing land in this state. Let’s get started!
How Much Is an Acre of Land Worth in Maine?
The cost of an acre of land in Maine is highly variable, depending on the region and type of property. Prices vary based on several factors, such as location (proximity to the downtown area and other amenities), access to utilities and infrastructure, zoning laws, and development potential.
A rural lot can be purchased for around $2,860 per acre. Land located near larger cities (such as Portland or Bangor) can command prices ranging from $5,000 to upwards of $20,000 per acre.
Similarly, in Ellsworth, Maine, an acre of land can cost anywhere from $5,000 to upwards of $30,000 or more.
Generally speaking, the more rural and remote a region of the state is, the cheaper its land will be. Areas such as Aroostook County, Washington County, and parts of Hancock County offer some of the most affordable acreage prices in Maine.
These counties offer various types of land, ranging from wooded lots to waterfront properties. Whether you’re looking for an investment opportunity or just want some space to call your own, these areas are sure to have something that fits your needs and budget.
Top Reasons Why Maine Land Is Cheap
Let’s take a look at the top reasons why the land in Maine is so affordable.
Maine has a relatively low population density, with only 34.8 people per square mile – making it one of the least densely populated states in the country. This can help to keep Maine property prices low due to decreased demand for real estate, creating an ideal environment for those looking for affordable rural property.
Slow Economic Growth
The relatively slow expansion of industry and economic growth in certain areas of Maine can also lead to low land prices. With fewer job opportunities, there is less demand for housing and land, leading to lower prices.
Tax Incentives and Exemptions
Maine offers a variety of tax incentives and property exemptions that can help to further reduce the cost of land purchases. These include:
Property tax exemptions for low and middle-income households
Tax credits for conservation easements, timber harvesting and forest fire protection
Exemptions from estate taxes on inherited land
Property tax exemptions for agricultural and forestry activities
Homestead exemptions to reduce taxes on owner-occupied property
Estate tax exemptions for family transfers.
These incentives can help to make land purchases more affordable, allowing buyers to take advantage of Maine’s low land prices.
Easily Accessible Resources
Maine is also blessed with numerous natural resources, such as timber, fisheries, minerals, and other raw materials. These resources are easily accessible and can often be sourced from the land itself – allowing buyers to generate additional income from their property purchases. This can make the land even cheaper than it otherwise would be.
Additionally, developable land in certain areas of Maine is relatively easy to obtain, as the state has fewer land use restrictions and regulations than other states. This can make it easier for buyers to start building on their property right away.
Abundant Land Availability
Maine has many rural areas with abundant undeveloped land available. This includes coastal regions, forestlands, and farmlands that can be purchased at relatively low prices. Additionally, the state offers a couple hundred acres of public lands, such as recreation areas and wildlife preserves – perfect for anyone looking to get away from it all.
What Are the Advantages of Buying Land in Maine?
Maine offers a wealth of advantages to prospective buyers looking for affordable land. These include:
Abundant natural resources. Maine is home to vast forests, diverse wildlife, and abundant lakes, rivers and streams – perfect for fishing, hunting and outdoor recreation.
Low taxes. Property owners in Maine enjoy some of the lowest taxes in the country.
Affordable cost of living. Maine’s cost of living is significantly lower than other states, making it an attractive option for retirees and those looking to stretch their income further.
Access to amenities. Despite its rural nature, many areas of Maine offer quick access to essential amenities such as hospitals, supermarkets, and convenience stores.
Beautiful scenery. From the rocky coastline to its mountainous interior, Maine is home to some of the most breathtaking natural beauty in the United States.
Is Maine a Cheap State to Live In?
Maine is a relatively affordable state to live in. According to the Missouri Economic Research and Information Center (MERIC), Maine ranks as one of the least expensive states in terms of the overall cost of living. Groceries, housing, and healthcare are all significantly cheaper than the national average. Additionally, Maine boasts no statewide sales tax, which can help reduce the overall cost of living.
Is Investing in Land in Maine a Good Idea?
Overall, investing in land in Maine can be a great idea for those looking to invest in property. The state offers an abundance of cheap land, as well as natural beauty and tax incentives that make it an attractive destination. With careful planning, you can find a great piece of land at a reasonable price – why not try it?
Top Things to Consider Before You Buy Land In Maine
By doing your research and being aware of the potential hurdles that come with investing in a lot in Maine, you can make an informed decision and find yourself a great piece of property at a good price.
The Plot’s Quality
When considering investing in land in Maine, you should be sure to check the soil quality of the parcel. A poorly drained parcel is at risk for soil erosion, which can quickly lead to costly repairs or land devaluation. Additionally, make sure to research any applicable state regulations and taxes that may apply before purchasing a piece of property. Finally, consider what you plan to do with the land, as this could impact your expenses and insurance costs.
Check Maine’s Plumbing Code
Maine has a specific state plumbing code that you must adhere to, set forth by the Plumbing and Gasfitting Board. These regulations ensure safe and sanitary conditions for all residents and specify guidelines for new construction projects or additions. It is essential for any plumber doing business in Maine to stay up-to-date on all of the current regulations and requirements. Failure to comply with state plumbing codes may result in hefty fines or other penalties. It’s s important for anyone working in the industry to take the necessary steps to ensure they are meeting all applicable standards.
Research the Availability of Utilities
Unexpected costs can quickly add up when buying land, especially if it doesn’t have access to the necessary utilities. Before buying land, research the availability of water, electricity, gas and sewer systems. Be sure to also check with local authorities regarding any zoning restrictions that might be in place when developing a particular parcel of land.
Research Water Access And Other Environmental Factors
Maine is known for having an abundance of natural resources, but it also has very different water sources and access points. Before purchasing land in Maine, be sure to research the local water source and its ability to supply your needs. Additionally, consider any potential environmental risks that may be associated with the land, such as flooding or pollution from nearby industries. This can help you make an informed decision before investing in a particular piece of land.
Know Your Rights as a Property Owner
Laws regarding land ownership in Maine vary from other states, so it is important to research any applicable laws before making a purchase. Additionally, be sure to understand your rights and responsibilities as a property owner in the state of Maine. This can help you avoid costly legal issues that may arise down the road.
Look Into Any Existing Easements, Liens or Other Legal Issues
When you purchase land in Maine, check with the local officials about any existing legal issues. This could include easements, liens, or other ownership disputes that may affect your ability to develop the land as you wish. Knowing this information upfront can help you make a more informed decision and avoid potential legal costs down the road.
If you’re ready to start looking for land for sale in Maine, Discount Lots can help. We offer a variety of cheap rural lots across the state, as well as helpful resources to get you started.
Discount Lots specializes in buying and selling land at discounted prices directly to you — without having to go through a real estate agent or third party. Plus, we offer flexible payment options and owner financing so that you don’t have to wait for approval for a loan.
We’ll guide you through the entire land-buying process to help you find your dream piece of property in Maine at an affordable price.
Contact us today and let us help make your dream of owning a piece of Maine a reality.
← Buying Recreational Land for Sale: 7 Benefits You May Not Know
Where is Farming Land the Cheapest? Revealing the Top States to Buy Farmland → |
Trying to get an insulin pump
Technology & Management
aubijane (aubijane) July 8, 2015, 4:30pm 1
I have never had an insulin pump before. I am currently in the process of getting insurance quotes. My insurance is going to cover most of the pump, thankfully. I believe I will be paying around 800-1000 out of pocket(don’t have the specifics yet). I wanted to know if anyone knows of any assistant programs that help cover copays? It is a lot of money and even if I could get some help toward the copay would be nice. I’m sure I will have to set up payments but I want to pay the least possible.
angivan (angivan) July 8, 2015, 7:07pm 2
I just ordered a new one along with a CGM, and the copay for the two of them together was about $1200. I’m not aware of any copay assistance, but they might work with you on a payment plan. Keep in mind that your infusion set will need to be changed out about every 3 days, and each set of supplies costs about $35 (I know, yikes), so you’ll have to factor in copays for that, too. The good news is you won’t need a long-acting insulin anymore other than to keep a vial on hand in case of emergency, so Humalog/Novolog is the only insulin you’ll need.
joe (joe) July 9, 2015, 12:47pm 3
This may not be helpful; see if your employer (or if you are a dependent, the employer of whomever pays insurance) has a FSA (flexible spending/healthcare account) and if so, dump the potential copay into that account. at least the co-pay will be reduced by your tax rate because FSA money comes out pre-tax. you can arrange payments with the pump provider, they cannot charge interest - you could potentially write yourself a 1-year loan 0%. good luck!
Nstroh (Nicholle) July 12, 2015, 2:19am 4
I recently got an Animas pump and the balance I was responsible for was $800.00, I was worried about paying that in one chunk and I spoke to the Animas representative for my area/insurance and she had me fill out an assistance form and I had to send in my tax refunds etc… To get started on the pump I had to pay $160.00 (20% of my balance due) and wait to see if I was approved for assistance. I am not sure what pump companies you were considering but this was my recent experience with Animas, if you call they will tell you the income requirements for the assistance program, they were very upfront about all of that. Hope that helps, the cost of T1D can be daunting. |
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Home/Chhattisgarh/Mukhyamantri Shehri Slum Swasthya Yojana: Mobile medical units benefits people living in old age homes
ChhattisgarhHealth
Raipur: People living in the state’s urban settlements are able to access healthcare facilities close to their homes through mobile medical unit operated under the Mukhyamantri Shehri Slum Swasthya Yojana, which is in line with the directions of chief minister Bhupesh Baghel. People’s time and money are saved since there are free health checkups, treatments, and medicines available to the general public close to their homes, minimizing the need for hospital visits.
Meanwhile, health team of the mobile medical unit, which is part of the Mukhyamantri Shehri Slum Swasthya Yojana, organized a health camp at the old age home in Shikaripara, Balod District Headquarters. After assessing and treating the residents’ health, free medicines were given to them. The elders residing in the old age home praised the government’s initiative, saying that it is a very nice scheme because they get free health check-ups and medicines every month, which they use on a regular basis.
They stated that with the use of these medicines and the physical problem could quickly be diagnosed and cured. They no longer have to visit the hospital on a regular basis. This hospital vehicle is proving to be really beneficial to them. |
Music streaming continues to boom, but at what cost to the industry?
· 1 year ago ·1
With instant access to a range of different music from metal bands such as Korn and Slipknot to huge rap stars like Kanye West and Eminem, music streaming services have become an integral modern-day tool for people. As such, you’ll regularly see music lovers nodding along to tunes while on the bus or see endless advertisements promoting the latest and greatest streaming service. They’re hugely popular.
Image via https://twitter.com/PopSci)
The rise in these types of platforms has certainly changed the way in which we consume music. It has coincided with the advancements made in our mobile phone devices, too. As a result, we have seen the production of smartphones offering a range of functionalities and having the power to handle mobile applications, take high-quality images, and a whole lot more. The innovation in this area hasn’t just impacted the way in which we listen to music either. For example, gamers can now enjoy a range of titles on a miniature handheld device also. From smash hit releases like Among Us to slot games like Panther Pays at popular casinos, the options in this space are extensive. The same applies to a variety of other sectors, of course, but it’s the music industry that has arguably experienced the biggest change following the rise of music streaming services. Some argue that it isn’t necessarily for the better, though.
Music streaming does have its drawbacks
Ultimately, as consumers, having access to a variety of different tunes is hugely appealing. It means your favourite artists can accompany you throughout the worst of days, and it costs very little to actually enjoy an album on services like Spotify too. Sadly, though, this comes at a cost, and most musicians will tell you that it doesn’t really make up for the undoubted exposure these types of services provide. One of the major issues with streaming is in regards to the royalties that artists actually receive. World-famous or locally known, musicians rely on the income they receive off the back of their music being played. Criminally to some, services like Spotify and Apple Music pay a pittance. Songwriters, producers, and record labels all suffer as a result. Therefore, despite the thousands of plays a new album might receive or the rise upthe charts a certain band might be witnessing, it doesn’t necessarily translate into earnings. It’s no secret, but that is exactly why we have seen a general trend of more musicians shifting towards doing more live shows and going on bigger tours. Simply put, touring is where the money is at these days.
Ultimately, the main bulk of the money made from these types of services goes straight into the pockets of big corporate entities and tech companies, and not necessarily the music industry as a whole. Some would certainly argue that it isn’t fair in terms of the distribution of wealth.
There are some positives
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There is certainly an argument to suggest that the likes of Katy Perry and Madonna shouldn’t have to worry about minuscule royalties on certain streaming platforms.
Image via https://twitter.com/CheddieIsDeadie)
After all, they’re global stars worth millions anyway. It’s the smaller, more independent artists that the aforementioned shameful royalties really hit hard. For every issue surrounding royalties, though, comes the clear and highly valuable exposure streaming platforms provide. For example, Soundcloud has helped millions of people around the globe discover up and coming talent. Likewise, some artists such as Chance The Rapper and D.R.A.M. were signed off the back of such services. Music streaming enables people to discover new genres, too.
Music streaming services are here to stay, but they definitely aren’t perfect.
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Arroyo Valle - Above Lake Del Valle
This rating table shows the relationship between gauge height and river flow for the USGS gauge, id '11176400', located on Arroyo Valle, 0.2 miles above Lake Del Valle, CA. Dreamflows generated the graph and table using USGS rating table data. NOTE: The rating table below was published Mar 8, 2023 and was valid only at that time. The relationship between gauge height and river flow may change over time and therefore the older the rating table, the less reliable it is likely to be. The graph shows the range of data of primary interest to boaters, while the numerical listing gives the full range of available data.
Flow (in cfs) - last revised Mar 8, 2023
1 2 9 21 39 61 89 121 160 203 259
3 972 1041 1112 1184 1258 1333 1410 1488 1568 1649
11 10445 10605 10765 10926 11089 11252 |
By Tara Lain
Length 6:41
A Pennymaker Tale
Wendell “Wen” Darling lives in a world of shoulds and musts. Left to care for his brother and sister by his dull drudge of a father and wacko irresponsible mother, he suppresses his creativity, slaving in an ad agency seventy hours a week, letting his no-talent supervisor take the credit.
Then his bosses blow the campaign for their biggest client and Wen gets a chance to shine—but only if he can find the artist who painted a wild, glorious wall of graffiti in the subway. Hiding behind a pillar at 2:00 a.m., Wen comes face-to-face with the scarlet-haired, elven-faced embodiment of his divergent opposite—Peter Panachek, the flighty, live-for-today painter, singer, and leader of the rock group the Lost Boys. Everything Wen takes seriously, Peter laughs off, but opposites attract, even if their kisses always lead to battles. Peter’s devil-may-care persona hides a world of secrets, self-protection, and hidden fears, until the day a drug dealer, Vadon Hooker, threatens everything Wen holds dear. Guided by the mysterious Mr. Pennymaker, Peter has to choose between facing responsibility or burrowing even deeper into Neverland.
Narrator: Kale Williams
Series Pennymaker Tales
Genres Contemporary Romance / Fantasy / Gay
Audiobook Reviewed by Angela
By Wicked Reads
on Jul 9, 2018 03:07
Reviews by the Wicked Reads Review Team
Angela – ☆☆☆☆☆
Having thoroughly enjoyed Sinders and Ash and Driven Snow(still scratching my head, wondering how I missed the release of Beauty, Inc. on audio), I jumped at the chance to review Never. Even though I have wishy-washy feelings toward Peter Pan that depend entirely upon its production, Tara Lain has won me over with her modern, m/m spin on the age-old classics, so I dove in without hesitation. Guys and gals, I have no other way to say it, I absolutely adored Never. Of the three Pennymaker Tales I’ve listened to, it’s my favorite. I won’t tell you how many times I listened to the final chapter simply because I wasn’t ready to say goodbye to Wen, Peter, Wen’s brother and sister, the Lost Boys, Tink, and Neverland.
For some, the opening scene might not be as attention grabbing as it was for me. You see, back in the day, before I realized how cutthroat the industry was and how thin-skinned and ill-suited I was for such a career, I had fanciful ideas of a career in advertising. Fortunately for me, I realized it was not meant to be before I ever got out of high school. But because of that, I was already connecting with and feeling for Wen and the frustrating “I told you so, but I can’t say it and not get fired” position he was in. I was feeling stabby for him and those feelings merely intensified as I learned more about Wen and his raising of his siblings, especially how that began long before his parents died. So, I was obviously pleased when Peter entered the picture and went against his instinct to run in order to help Wen out. That Wen and Peter are complete opposites merely adds flavor to the story as they both annoy and fascinate one another, all while falling in love – even if neither wants to admit it and all their friends and family can see it.
Keeping in mind that Never is a modern-day take on Peter Pan, parts of the storyline are predictable, while others are well-telegraphed, and yet… Lain and Kale Williams still managed to keep me glued to my Kindle and Echo Dot while I listened to the audiobook. I started the audiobook at work, listened to it in the car on the drive home (it’s only a 10-minute drive, and no, I couldn’t wait until I got home), and cued it up on my Dot as soon as I set my bags down and got the dog back inside. The only time I turned it off that night was when I had to do something that required my complete attention. Williams has done a fantastic job narrating this series and although it’s been a while since I listened to the first two books, I had to look them up to confirm it was the same narrator because I didn’t get that pang of recognition I tend to get when I’ve listened to a narrator several times. That’s not a bad thing, it simply means that Williams has done such a good job of creating character voices that I didn’t have an “Oh, that’s so and so from book x!” moment. I have narrators I love because I instantly recognize their voice and others are favorites because their range is so vast that I don’t always realize what other books they narrated until I look them up on Audible. Kale Williams falls into that second category and I cannot wait to go back and grab Beauty, Inc. to listen to while I wait for the next release. Some days I love Peter Pan, some days I don’t, but I cannot imagine a day when I stop loving Never because Lain and Williams did such a wonderful job on it. Yep, it’s my favorite of The Pennymaker Tales yet.
Reviewers on the Wicked Reads Review Team were provided a free audiobook copy of Never (The Pennymaker Tales #4) by Tara Lain, narrated by Kale Williams to listen to and review.
Life is like a fairy tale
By Tanja
on Nov 4, 2017 08:11
This is a lovely retelling of the fairy tale of Peter Pan. It is always difficult to rewrite a well-known fairy tale. You don’t want to lose the essence of what the story is about, but you also want to give your own, and in this case, modern twist to it. Tara Lain managed all that perfectly. Reading her story, I got snippets of the classic inside my head. At the same time, I found new and surprising elements.
The old adage of opposites attract is certainly true for Wen(dell) and Peter. Wen has brought up his younger sister, Michaela, and younger brother, John, from a very young age. His memories of being around his mother are ambiguous. He loved her free nature and spirits, but those were also the things he hated the most as she shunned her responsibilities towards her family. As a result, Wen does his utmost to do better with his siblings and has grown into a responsible, steadfast man.
Peter is his opposite. Artistic, free-spirited and living every day as it comes. He doesn’t want to be tied down or taken care off. He is his own man.
Tara Lain did a wonderful job bringing these characters to life. They started at the other end of the street, but slowly they met in the middle. Through Peter, Wen learns there is more than his job and making money albeit it for feeding his siblings. He can loosen up once in a while. Peter discovers that loving someone and taking care of them don’t have to be restrictive and stifling. I really liked their chemistry. Their interactions are not overly sexual, but I felt the connection through their actions and funny dialogues.
Among the supporting cast, there are also great characters. John is a riot; Michaela is a very mature sixteen-year-old; The Lost Boys are super together with Samu as my favorite; and Tink? She speaks as quickly as her namesake flies.
As always, Mr. Pennymaker appears in the story just at the right time. He is and always will be an oddball, but with his heart in the right place. Everything to help drifters finding their way home to each other. Neverland becomes Everland.
This is the fourth installment of the Pennymaker tales. It can be read as a standalone.
Love Fairytales!
By Alpha Book Club
Tara has written another story in the pennymaker series. This one is a twist on Peter Pan.
It was a quick moving story of opposites attract. Tara takes us to the present world but weaves us a fairytale version which I loved.
Wen is a young man who has to grow up quickly. He had to take care of his younger brother and sister when there father and mother dies. Wen has a job which he is trying to keep in order to keep a roof over his families head. He had to grow up fast and hasn't been able to live his own life and have some fun.
Enter Peter, his character was a great version of Peter Pan. He was young and care free. He lives how he wants and makes no apologizes for it. Peter is an artist and lead singer of the Lost Boys.
Wen sees a Muriel he painted in the subway that he wants for his new ad campaign. He goes on a mission to find the artist and when he does, he can't be more mesmerized by Peter.
He talks Peter in to helping him. Now, you can feel the chemistry between them but they are so opposite their many misunderstandings get in the way.
Peter is running from something and he feels if he starts to care and get involved it will be harder for me when he has to run. When that time comes Peter has to decide what is important to him and of course he makes the right choice.
Wen wants to let go of all his past hurt but he finds it hard to come to terms with how his mother was to how Peter is. They fall for each other but to be together they both have to let go and when it all comes to a head we learn that both Wen and Peter are stronger together than apart. All the Lost Boys are great characters and I enjoyed reading about Wen's brother and sister. Tara has all the characters from the fairytale in here...Hook and Snee included..
I always enjoy a good fairytale and Tara give us her twist on them in this series. The series is always a great read for me and can't wait to see what she comes up with next. Reviewed by Jodi for Alpha Book Club. |
breast exam
Do You Know How to Check Your Breasts?
As October is Breast Cancer Awareness month, I thought I would be a good idea to review how to perform a self-breast exam. Ideally, you should check your breasts at least once a month. The best time would be about a week after your period has started. This is when your breasts will be least […] |
Betting on Sports at a Sportsbook
10 March 2023 : admindub
A sportsbook is a place where people can bet on different types of sports events. They offer different betting options for all kinds of sports and leagues, and they provide fair odds and returns on these bets.
Betting on sports is a lot of fun, and it can also be very profitable. However, you need to be careful and avoid making mistakes that could cost you money. You can also check with your local government to make sure that gambling is legal in your state.
Before you start betting on sports, it’s important to know a bit about how the system works. This will help you choose a good sportsbook and increase your chances of winning big.
The Oddsmakers Set the Lines
In sports betting, oddsmakers set the lines for every game. They determine a point spread for the favorite and underdog teams, and they set a total or over/under for the game’s outcome. This is how a sportsbook makes money, and it’s the same method used by other bookmakers across the country.
The Bookie Takes Your Bet
When you place your bet, the sportsbook accepts it, but then holds it until results are in. If you win, they refund your bet, but if you lose, they pocket the money and turn a profit.
They collect a commission, which is called vigorish or juice, on losing bets. This is how they make their money, and it helps them cover the costs of running a sportsbook.
Aside from commissions, sportsbooks also take a small percentage of your money when you win. This is known as a “rollover” requirement, and it’s something that you should look into before depositing your money.
The Best Bonuses
The best sportsbooks offer bonuses to new players. These can be in the form of free bets, cash back, or deposit matches. These bonuses are a great way to increase your bankroll without risking any of your own money.
You should always research a sportsbook before you sign up, and be cautious of any promotions that sound too good to be true. It’s also a good idea to check the terms and conditions of any bonuses you receive, so that you don’t get caught by unexpected restrictions.
Mobile Betting is Key
If you are planning on wagering on sports on your smartphone or tablet, you need a mobile-optimized sportsbook. These sites have been specially designed to be compatible with the device, and they can be accessed from anywhere.
A sportsbook’s website should be easy to navigate and have plenty of betting options. You should be able to find betting lines for your favorite sports and leagues, as well as special props that you can’t find elsewhere.
You’ll also want to ensure that the sportsbook you choose offers a variety of payment methods. Choosing one that has multiple options for depositing and withdrawing your funds will ensure that you don’t have to worry about securing a safe and secure transaction.
Advantages of Online Slot Games |
April 14, 2017 May 31, 2017 ~ Benjamin ~ Leave a comment
I shouldn’t complain because many cities prohibit having any type of cooker on high-rise patios, but here in Chicago, those of us who live in Condos and apartments are limited to gas grills. No charcoal allowed, no pellets, no dedicated smokers, and most upsettingly, no Big Green Eggs.
Still, since many city-dwelling folk dream of becoming the next Aaron’s Franklin, we have to work with the cards we’ve been dealt; and that means woods chips and smoker boxes. The same applies for people who just don’t want to invest in anything more than their basic gas grill.
Acceptance.
Unlike professional pitmasters, using chips and a gas grill means that you are going to be forced to watch your temperature much more closely. Chips take about 25 minutes to start smoking and burn for roughly 35 to 40 minutes. The last thing you want to do is have periods of time where you don’t have any smoke contact with your meat during the cooking process, so staying on top of your fire is extra important.
The next thing you need to accept is your limits. Sausage, turkey breasts, ribs, and chicken normally need three to five hours and make for an awesome outdoor afternoon of beer and cooking. They also typically require a cooking temperature of 265° to 275° which is manageable. However, the king of bbq meats, brisket, is just something that you may or may not want to leave out of your repertoire. I say this because of the time and temperature it takes. 10-pound plus Briskets need 15 hours or more of smoking and since you need to be replacing chips every 35 to 40 minutes, some may find it too daunting of a task. Pitmasters also cook brisket at very low temperatures so making sure your grill is not in the direct sun, or that you are not making the attempt during the hottest day of the year will be important factors.
Finally, the last thing you must accept is that smoking will not be possible on any grill with less than three burners. 2-burner grills are a popular option for people who live in condos and apartments since it is compact and does not command a significant investment, however any way you arrange the food, it will be too close to the lit burner and will dry it out over the long cook period.
The Smoker Box.
There are three types of smoker boxes that you can use on your gas grill.
Built in.
Brands like Weber usually have built in smoker boxes that come by default with their highest-end grills. However, brands often also sell smoker box attachments separately that you can add to their mid-range models. These will come not only with the box, but also an additional narrower grate to allow you to maximize your cooking surface after fitting the smoker box in.
Since I have the Weber Genesis, this is the option I personally went with after a year of working with the second type of Smoker Box. This option was $125.00 but can sometimes be found online for less.
2. Stainless Steel Smoker Box.
Smoker boxes are the most common unit that people use to smoke meats on their gas grill. They are usually rectangular in shape with perforations on the top and bottom to allow the grill fire to hit the wood, and conversely the smoke to hit your food.
Though cheaper, the downside is that you will lose 50% of your cooking surface as you are required to remove one of your grates and place the box right on top of the flavorizer bars. Also, for longer smoking times, I recommended purchasing two boxes so that you can constantly rotate filling them with new chips as to avoid periods of time without any smoke at all. Basically, as one box begins smoking, its time to fill the other with new wet chips. As the first box burns out, the second one will start going.
Smoker Boxes are generally $15.00 to $25.00.
3. DIY Smoker Boxes
The third way you can add some smoky flavor to your meats is by creating your own makeshift Smoker Box. Basically, you put soaked wood chips into a disposable aluminum pan, cover with tin foil and poke some holes in the top.
The option is good for short cooks that don’t require much smoke as seen in this (amazing) recipe here. However, since you can’t refill the pan will more chips once they burn out, you are very limited. At the same time, this method should only cost you a buck or less.
The Wood Chips.
Avoid using mesquite altogether
At any Home Depot, you can find Mesquite, Hickory, Apple, Cherry, and Pecan wood chips for roughly $6.00 a bag. However, don’t be shy to look up an independent bbq specialty retailer in your area who sells Oak. In addition to the wood, these guys will be more than happy to give you advice on the cook and everything about bbq and grilling in general. You can also refer to Amazon as well for chips too.
In general, my personal position is to avoid using mesquite altogether. It is the heaviest of the woods and is really only appropriate for certain brisket recipes, which I already mentioned to avoid cooking on a gas grill. For good resource, try sticking to the following chart.
OAK: Everything
HICKORY: Everything
APPLE: Poultry and Fish
CHERRY: FISH
PECAN: Poultry and Fish
Once you get comfortable smoking food, you can also create combinations of different wood chips to bring out unique flavors. 70/30 apple and hickory is my personal preference for hot-smoking salmon.
No matter which wood chips you choose, be sure to soak them in a bowl of water for at least 30 minutes before putting them on the grill. If you don’t, the wood will quick flash and burn off too quickly to give your food any real smoke flavor.
The Cook.
When starting the grill, only turn on either the far left or right burner. For fear of sounding trite, when using a built-in smoker box, be sure to light the burner next to it. For separate or makeshift smoker boxes, you will want to remove one of the grates on either side of the grill, place the box directly on the flavorizer bar and ignite the burner under it. You can turn the burner up high initially to get your wood smoking quicker, but you will want to turn it down before putting any food on the cook surface. It generally takes about 25 minutes for the initial chips to begin smoking.
WATER PAN. Not all recipes require it, but it can never hurt and will help prevent your meat from drying out. You can use a stainless steel cup, or another small aluminum pan and fill it with water. try placing right against the back wall of your grill to the maximize cooking surface for your actual food.
Once the smoke is noticeably escaping the grill even with the lid closed, you can then adjust the temperature down on the burner to the 265° to 275° range depending on your recipe.
The saying, “when you’re looking, you’re not cooking” is true but unfortunately, since you will need to replace your chips roughly every 40 minutes or so, try to do it as quickly as possible each time in order to maximize the smoke contact with your food. Managing the temperature will require you to keep moving the burner knob up and down periodically. You don’t have to sit there the entire time, but just be sure to keep a watchful eye every 30 minutes or so.
Final Thoughts.
The last piece of advice I have is to cut 10 to15 minutes of time off of the recipe when smoking on a gas grill (except in the dead of winter). Although you would think to do the opposite and increase the smoke contact in this less than ideal environment, the truth is that your temperature control in nowhere near the same level of accuracy as a person with a real smoker. Because of this, I think its best to play is safe and remove the meat a bit early. You can always use a thermometer to make sure the food is cooked to the appropriate temperature too. Also, move your grill out of the sun for optimum temperature control.
Soak chips for 30 minutes
Put water pan on the grill.
Put smoker box full of the chips directly on the flavorizer bars and light the burner under it
Get the temperature to 265° or 275° before adding meat
Drink beer
February 18, 2017 October 4, 2019 ~ Benjamin ~ Leave a comment
On February 15th, popular Toronto-based winter coat company Canada Goose announced its intention to file for a public offering on the Toronto and New York Stock Exchanges. Although the company dates back 57 years, the move comes after the surge of popularity it has experienced since 2005.
Canada Goose gained popularity in the mid-aughts by becoming the standard bearer for the film and television industry when producing content in cold weather climates. Since then, the company has expanded to numerous retail outlets, made a large segway into higher-end department stores in the US, and had sold off 70% of its interest to Bain Capital in 2013 on the condition that the manufacturing of its products will always remain in its home and native land.
The IPO intentions will bring Canada Goose to a new crossroad and the company will raise roughly $300 million to help expand operations internationally. However, the demand of the shareholders for endless growth can often lead to an expansion | oversaturation paradox that we have seen with large clothiers many times before.
Since quarter after quarter growth is the driving factor for investors, fashion companies that go public usually attempt to maximize all retail opportunities, which inevitably leads to discounting and sometimes factory outlet stores. The problem with this model, however, is that the core customer base becomes disillusioned with the brand once it is widely available. It may be superficial, but the allure of a brand is often predicated by its aspirational qualities and “just-out-of-reach” characteristics. Once discounting and over-availability become prevalent, the brand’s image is devalued, and the customer moves on to something else. At first, it may just be the initial fanbase, but eventually it trickles down to the mainstream buying public as well.
Canada Goose is far from the first company to potentially face this type of dilemma. In the mid-1990s, American clothier Tommy Hilfiger experienced its own surge of popularity through celebrity ad campaigns and whirlwind promotion after going public in 1992. Yet by the early 2000s, the company’s red, white and blue logo had been licensed to countless products and had transitioned its designs towards the urban, hip-hop image popular at the time. It too was sold at countless department stores and factory outlets all across the United States. By 2001, sales began to fall dramatically as the brand’s North American appeal dissipated. By the mid 2000s, the company was looking to reorganize operations. This has happened to Lacoste, to Cole Haan, to Coach and is even arguably happening right now to the mightiest giant of all when it comes to fashion; Ralph Lauren.
Dani Reiss, the CEO of Canada Goose, has done a fantastic job rebranding and building the company since he took it over from his father in 2001. Still, becoming too big is a problem that many clothing companies experience when it comes to the long-term. The IPO might make Riess a much wealthier man today, but keeping the attention of the famous and pricing exclusivity up is a much better strategy if he wants the brand to stay as relevant as it has over the past decade for the next one to come.
February 8, 2017 May 31, 2017 ~ Benjamin ~ Leave a comment
Believe it or not, an advertising campaign that has been put out by a children’s hospital in Toronto is under attack. The SickKids Hospital “VS'” Campaign features big, bombastic pieces that are not only strikingly visual but are designed to attract new donors and help bring in millions of dollars in fundraising revenue. Yet there are people who have come out against the effort. They argue that the “battle” metaphor used in the ads to depict children overcoming their illnesses and disabilities does so in a way that is not inclusive to kids with more severe circumstances, and that the ads are not sensitive to those who will never improve from a medical standpoint either. The leading article against the campaign, titled “Why I can’t be ‘for’ the SickKids vs’ ads” points out the various issues she and a few others believe to be problematic.
I found out about this movement by my sister who is in the process of becoming an MD, and who herself spent time at SickKids hospital as a child and teen. I have to admit that at first I was enraged and could not believe that anyone would be against measures taken to bring millions of dollars and new donors into the fold. Reading the article and opinion pieces against the campaign, I tried to rationalize the arguments to the best of my ability but couldn’t get away from what only felt naturally logical: great ads = more funding = cures tomorrow and better treatment today. Originally, I planned on writing a lengthy rebuttal in the comment section of her post, and tear the critique apart point-by-point. However, just before lighting the piece up, I decided to look into the author first. When I discovered that she personally was the mother of a child with severe mental and physical disabilities, I immediately had a change of heart. An epiphany if you will. It’s was not my place to tell her or any other parent in that situation how to feel about something that I don’t live with myself and can’t even begin to imagine. If the ads had hurt her or anyone in that situation in any way, or worse, made their child feel lesser, invalid or unrepresented, then, of course, I don’t like that at all.
Yet I still do believe that the merits of the ads far outweigh the negatives, and I would like to quantify that by drawing upon a similar turn of events that happened many years ago.
In the 80s and 90s, there were a few people, also in Canada, who argued that the fanfare surrounding a man named Terry Fox and his “Marathon of Hope” was in fact, detrimental to other persons with disabilities; especially those with extreme circumstances. For those who don’t know, Fox became a national icon in Canada back in 1980 after losing his leg to cancer and then attempting to jog across the country on his prosthetic leg at the age of 22. Though his cancer eventually metastasized and took his life before he could complete the journey, the awareness the marathon created, and the millions of dollars raised pushed Terry to become forever ingrained in the Canadian national lexicon, right up there with moose, hockey, healthcare, Mounties and maple syrup. That being said, there were people out there who felt that the publicity of his run across the country created an environment where all disabled people were made to feel as if they had to achieve something extraordinary, or were expected become “Supercrips” in order to be validated by mainstream society. In the same way that many children cannot partake in the “battle” metaphor proposed by the new SKH ads, many people couldn’t achieve grandiose tasks like the one taken on by Terry Fox. Though even he ended up “losing” his battle against cancer, since that time, awareness has increased ten-fold, and over $700 million dollars has been raised as a direct result of his legacy. Many cancer treatments that didn’t exist in 1981 do today and the survival rate from Osteosarcoma, the type Fox in particular, has increased to over 80% without amputation. That is huge.
After speaking to a friend of mine who has kids with disabilities, I’ve come to believe that there was one image in the campaign of questionable nature that should be removed from future ads. It is the one of a girl standing atop a mountain of twisted wheelchairs as if she had conquered them in a match to the death. This is okay for someone who breaks a leg and will eventually walk again, but for those who will be confined to the chair for life, I can certainly understand why it may have been viewed as offensive. Besides, for the rest of the general public who don’t have a kid in a chair, leaving out that one image or using something else would have the same strong result anyways. As my friend put it, still “Lots of awareness for the hospital, and more money to thrive.”
For the rest of the “VS” ad campaign in general, nobody wants their child or loved one to be a martyr or the “loser” of a battle, but they certainly don’t want others, including those in the future to experience the same disabilities and illnesses either. The campaign may not have shed light on every circumstance or individual battle that children with major illnesses and disabilities faces, but the funds, awareness and new donors that they do bring in will no doubt help win the overall war against all of these issues in the long term; just like The Terry Fox Run did.
February 7, 2017 February 7, 2017 ~ Benjamin ~ Leave a comment
The Internet affords everyone the forum to spout off opinion. Welcome to mine! |
DestinationsNorth America
by Madam ZoZo March 7, 2023
Memphis is known as the “Birthplace of Rock’n’roll” and “Home of the Blues,” so there must be some serious creative energy in this city, right? Some duende? Definitely. That means there’s a lot of awesome things to do in Memphis, from exploring its musical heritage to significant events in the Civil Rights movement. The following are my top picks for history, culture, architecture, street art and music. Put on your blue suede shoes and board the plane – we’re going walking in Memphis!
1. Memphis Rock’n’Soul Museum
It’s important to take in the Rock’n’Soul museum early in your visit as it gives a brief introduction into the musical history of Memphis. The collection is small, and will only take you an hour or so to move through. My favourite items on display were the vintage radios and jukebox scattered through the timeline of the museum.
2. Beale St
While rocking out in a Beale St bar during the evening is a given, a daytime stroll is also essential. Begin with the mighty Mississippi River, wander passed the Orpheum with its stunning marquee, and snap a photo with the Elvis statue (best done first thing in the morning before the crowds). Walk all the way through the juke joints and clubs taking note of the historic Schwab’s store established 1876, and the jewel-box facade of the old Daisy cinema constructed in 1902. Pay tribute to the Father of Blues, at W.C. Handy Park and finish your walk at the W.C. House Museum set back from the road, next to a police station.
3. Sun Studio
Sun Studio claims it is “where rock’n’roll was born.” Sam Phillips, the founder of Sun Records, is credited with discovering Elvis Presley who recorded his first hit in the Sun studio. Carl Perkins, Johnny Cash and Jerry Lee Lewis all recorded there, not to mention U2, John Mellencamp and Chris Isaak – so for any music enthusiast like myself, this is hallowed ground.
Memphis Rock’n’Soul Museum
Seeburg Selectophone Jukebox, 1934
Memphis Queen on the Mississippi River
Elvis Statue, Beale St
WC Handy’s Home
Live music on Beale St
Sun Studio, Memphis
4. Lorraine Motel (aka National Civil Rights Museum)
Let’s start with a little cultural context at the Lorraine Motel. This is the location where Martin Luther King Jr was assassinated in 1968 and has now been transformed into the National Civil Rights Museum. Allow at least two hours for the National Civil Rights Museum, it’s extremely comprehensive. You will need time to take in both the volume of information as well as the weight of the topic. The outside of the Hotel has been frozen in its mid-century state, complete with two of the cars that were parked outside at the time.
5. Film Row
A short walk from the National Civil Rights Museum you will find Film Row, or at least what is left of it – generally the names of many movie studios on historic buildings. In the 1930s and ’40s when movie theatre attendance was at its peak (pre-television), Memphis was deemed the ideal location for studio distribution centres because of its centrality and accessibility by road and rail to the mid-south. The MGM building stood out to me right away, with the carved stone sign and art deco doorway. Beyond the former studio owned buildings in this area, there are a handful of mid-century structures that need a little love but their modernist charm still shine through.
6. Millionaires Row
If you have an appreciation for Victorian architecture, then a drive down “Millionaires Row” (Adams Ave) is a must. Woodruff-Fontaine House and its neighbouring James Lee House are listed on the National Register of Historic Places and have been restored for your viewing pleasure. You may even take a tour of the Woodruff-Fontaine, now a museum, or decide to bed down at the James Lee Bed & Breakfast to get a more complete experience inside and out. There are also a number of other attractive buildings remnant of Millionaires Row’s heyday in the late 1800s, such as Mallory-Neely House and Molly Fontaine Lounge, now a bar.
Lorraine Hotel sign and the civil rights themed Upstanders mural by artists Nelson Gutierrez and Cedar Nordbye
Lorraine Motel sign in front of what is now the National Civil Rights Museum
Film Row
MGM Distribution Center
Warner Brothers distribution center
Woodruff-Fontaine House on Millionaires Row
7. Stax
The Stax Museum of American Soul Music, unlike Sun Studios, is not located in the original building because that was demolished in 1989 after Stax went bankrupt. However, the new Museum was built in the former location on McLemore Avenue. We skipped the Museum due to time constraints, but if the music doesn’t get you there, maybe the promise of Isaac Hayes’ custom gold plated Cadillac will.
8. Graceland
Graceland, as if you don’t already know, is Elvis’ mansion approximately 15mins drive outside of downtown Memphis. The Greek Revival residence itself can only be accessed in small groups bused in and out from the complex across the road. Tours are conducted by individual iPads, with commentary and accompanying visual media including images and video. Graceland’s rooms range from slightly dated yet tasteful and elegant, to headache-inducing outrageous. It is mentioned that Elvis renovated several times over the years, however, it appears he only worked on one room at a time – you won’t know what to expect from one threshold to the next. You probably won’t find inspiration for your next interior design project at Graceland – but come on, it’s Elvis!
9. Memphis street art
Soulful is the word I would use to describe the street art scene in Memphis. Most of the pieces I witnessed during my 48hrs in the home of the Blues, were murals by local artists, all with a very special message about their hometown. There was very little urban art I saw in Memphis that didn’t have meaning and purpose – that wasn’t a reflection of the town’s past and present, both the jubilant and tragic. For instance, the five-story “A Note For Hope” mural by Jeff Zimmerman located on 195 Madison Ave and painted with the help of Rhodes College students and CODA staff.
Stax Records, Memphis
Stax Museum of American Soul Music
Elvis Presley’s Graceland
Graceland living Room
Artist Kyle Taylor in collaboration with Brandon Donahue and Brandon Marshall created these pieces for the Downtown Memphis Commission
@Nosey42 mural for Charlie Vergos Rendezvous – a great place for some Memphis BBQ
Once you’re done in Memphis, why not rent a car and see more of Tennessee with this music-lovers road trip itinerary!
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Tag Archives: 33
Brian Terrill’s 100 Film Favorites – #33: “Doctor Dolittle”
100 Film Favorites – #33: Doctor Dolittle (Richard Fleischer, 1967) Today’s pick is probably the highest-ranking instance of a film that I love, but pretty much everyone else hates. It’s the 1967 musical adaptation of Hugh Lofting’s Doctor Dolittle series, about an eccentric veterinarian who can actually “Talk to the Animals.” The music was written…
August 31, 2013 in Movies. |
Houston County government supporting summer events
Members of the Houston County Historical Commission, pictured with the Houston County Commissioners, were presented a Distinguished Service Award from the Texas Historical Commission for their outstanding service during Tuesday’s Commissioners Court meeting. (ALTON PORTER | HCC)
By Alton Porter
CROCKETT – Houston County government officials have shown that they have been and are in support of summer concerts and other performance events in the county by granting funds to entertainment sponsors.
Members of the county’s commissioners court voted to approve requests for funding from the Hotel Occupancy Tax Fund to three entertainment sponsorship organizations at a regular meeting of the court Tuesday, July 27.
The commissioners approved granting $3,000 to Salmon Lake Enterprises LP to assist in covering expenses incurred by putting on the Camp Rock Fest (Pitmasters Edition) held in Salmon Lake Park, in Grapeland, this past weekend.
In addition, the commissioners granted $2,000 to sponsors of the 84th World Champion Fiddlers Festival, which is scheduled to be held in Porth Ag Arena, in Crockett, Friday-Saturday, Sept. 24-25.
The commissioners voted to grant Piney Woods Fine Arts Association (PWFAA) $3,000 to help cover expenses being incurred by sponsoring three concerts to be held in the Crockett Civic Center next month.
The events are a Marshall Tucker Band concert scheduled Friday, Aug. 6, an Exile Band concert to take place Friday, Aug. 20, and a Kevin Costner and the Modern West Band concert slated Friday, Aug. 27.
Concerning the upcoming Costner and band Aug. 20 concert, Ann Walker, the PWFAA’s executive director, said, “We’re very lucky to get him (Costner); I think he’s going to be quite shocked when he pulls into Crockett, Texas.”
Walker added, “People are coming from everywhere. There’s not a hotel room available for that day. We’ve made national news in our part of the world for this—for bringing him. We are sending out emails to everybody from out of town of things to do, places to stay, places to eat…. We’re paying Kevin more money than we’ve ever paid, anybody and it paid off,” she said. She said people are coming from states as far away as Pennsylvania to attend the show.
Historical Commission recognized for service
The commissioners delivered a 2020 Distinguished Service Award to the county’s historical commission from the Texas Historical Commission. The award was presented to the Houston County Historical Commission “in recognition of its active and well-balanced preservation program.”
Wanda Jordan, chairperson of the county’s historical commission, told the county commissioners and other meeting attendees, this marks 15 years in a row that the county historical commission has been presented the award by the state historical commission—even including last year despite the shutdown due to the Covid-19 pandemic.
“We actually think that we contributed 1,520 hours to the county and a lot of it didn’t get recorded last year because a lot of our people continued to work at home,” Jordan said. “We can keep the office open three days a week consistently and sometimes four. It depends on how many volunteers we have.
“So, having said that, we’re always looking for volunteers. So, if anybody has any time, come over (to the office); we’ll put you to work.
“We do like to re-emphasize that our whole purpose in existing is to protect and promote the cultural and historical aspect of Houston County, and we’re deeply appreciative of the county for the office space we have (in the county courthouse annex building), the light bill we don’t have to pay, the internet we don’t have to pay. We understand we have a prime location and we do appreciate that.”
Jordan added “We had enough meetings last year to qualify for what the state requires; they did make some adjustments for their requirements so that we didn’t have to meet in person in order to maintain the viability because they were working with the fact that we couldn’t get workers together. So, we did not have the required number of meetings, but they let it go because they couldn’t do anything else.”
The commissioners voted to pass a motion accepting as information the fact that the county historical commission was awarded for its volunteers’ distinguished service by the state historical commission.
In other business, the commissioners approved interlocal agreements between the county and the Deep East Texas Council of Governments and Economic Development District for GIS (Government Information System) & NG (Next Generation) 9-1-1 automatic location information maintenance services for fiscal 2022-2023.
A resolution to establish newly purchased county voting equipment as the official election system for early and election day voting was adopted by a motion which carried on a vote taken by the commissioners.
The commissioners voted to accept a donation of 20 box fans, valued at $357, from Houston County Good Samaritan Charity to be distributed to clients of Houston County Aging Services.
In addition, the commissioners accepted negotiated interest rates with the county depository, Citizens National Bank, as authorized under Local Government Code 116.021(b) for the final two years of a four-year contract.
Certified appraisal roll values, presented by county Tax Assessor-Collector Laronica Smith were accepted by the commissioners.
The commissioners voted to approve amending the county’s employee life insurance plan waiting period to coincide with the employee health insurance waiting period of the first month following 60 days.
The county government’s elected precinct leaders voted to approve a lease-purchase for the county with BancorpSouth Equipment Finance for 13 months for a 2022 dump truck for Precinct 2 in an amount not to exceed $135,000. In addition, the commissioners approved the making of necessary budget amendments for the lease-purchase.
In addition, an agreement for a similar lease-purchase with BancorpSouth for five years for a dump truck for Precinct 1 in an amount not to exceed $130,000 was approved along with authorization for the making of necessary budget amendments.
A motion to amend a master contract with Valic for employee deductions for a 457(b) retirement account carried on a voted taken by the commissioners.
The commissioners approved a proposal for the county to submit to Texas Association of Counties for renewal of liability insurance for fiscal year 2021-2022.
And the commissioners voted to designate a 2012 county vehicle as surplus and to authorize advertising to accept bids for the sale of the vehicle. |
All Eyes On Alumni
Alumni & Community Awards
Apple, Inc. engages in the design, manufacture, and sale of smartphones, personal computers, tablets, wearables and accessories, and other varieties of related services. Its products and services include iPhone, Mac, iPad, AirPods, Apple TV, Apple Watch, Beats products, AppleCare, iCloud, digital content stores, streaming, and licensing services. The company was founded by Steven Paul Jobs, Ronald Gerald Wayne, and Stephen G. Wozniak in April 1976 and is headquartered in Cupertino, CA. |
NC State names innovator and entrepreneur of the year winners
February 5, 2021 | WRAL Tech Wire
Robert Heath received the Innovator of the Year Award for his seminal work in signal processing and wireless communications. Fred Kish received the John S. Risley Entrepreneur of the Year Award for the success of multiple optical-communication technologies he’s helped commercialize. Kish‘s work has led to the launch of numerous telecommunications products, which have generated over $10 billion in total revenue. |
Home » Celebrity » Alice Goodwin
Updated : Dec 8, 2020, First Published Aug 18, 2014 Shuvechchha Ghimire
Alice Goodwin is a British glamor model and television personality. She was born as Alice Harriet Goodwin in 1985 and celebrates her birthday on 13th of December every year. She has been featured in several magazines including the Zoo Weekly, Daily Star, Maxim, and Nuts. She is known for her alleged relationship with Christiano Ronaldo.
Alice Goodwin’s childhood and heritage had much to do in her career
Alice Goodwin is a native of Stoke-on-Trent, UK. She is a Caucasian by ethnicity and British by nationality. She was raised and went to school in Stoke-on-Trent. Besides that, little is known about her family and early childhood.
Alice completed her high school from Newcastle-under-Lyme School and then enrolled at Keele University. She was studying English and Education at Keele before being discovered. She was spotted by Daily Star’s talent scouts when she was sunbathing on Bournemouth beach.
Alice started her modeling career almost immediately after being discovered in May 2008, at the age of 23. She was featured in the Daily Star, the photographs appearing in the paper the following day. She was an instant hit. There was no looking back for her after that. Since then, she has pursued a career in glamour modeling. Besides her modeling assignments, she appears daily on Elite TV's babe channel since April 2010.
Alice Goodwin’s fame was supplemented by rumors about relationship and lesbian tendencies
Alice became an overnight celebrity after being involved in a romantic relationship with football star Christiano Ronaldo – her alleged ‘boyfriend’. The 2008 rumor created false headlines for long. Not only that she was surrounded by lesbian rumors.
After the rumors with Christiano Ronaldo were proven false, Alice got involved with yet another footballer Jermaine Pennant. At the time, Jermaine was in an official relationship with Lara Murphy. Jermaine became so intimate with Alice that he missed his son’s first birthday and instead spent the day with Alice.
Alice subsequently had Jermaine split up with Lara. The couple got married in 2014. Alice now lives a happy marriage with Jermaine. You do not buy that? Look her up in Twitter at @xAliceGoodwinx.
Alice Goodwin’s hot measurements has everyone crazy about her
Known for her enormous curves, Alice has a hot body of 32-24-34 inches. She has relatively larger breasts, slim, toned stomach and round, supple hips. The dimpled beauty stands 5 feet 8 inches and weighs 54 kg. Her long, black hair perfectly compliments her seductive brown eyes.
However, her body has been enhanced by artificial implants. She went under the knife had surgery to enlarge her already substantial breasts. She underwent silicon surgery to enhance her breasts from their original size of 32 F to 32 FF.
Alice Goodwin has done numerous hot photo shoot in bikini and lingerie. She is in every sense a glamour model, appealing to viewers of every age dimension. Her nude shots show no sign of hesitation. Her snaps can be found widely in media sites including Facebook, Instagram and Twitter.
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Tag Archives: Dan Abnett
May 31, 2022 by J.W. Wartick
Reading the Horus Heresy, Book 19: “Know No Fear” by Dan Abnett
I know I’m late to the party, but I finally decided to start reading the “Horus Heresy,” a huge series of novels set in the universe of Warhammer 40,000 (though it is set much earlier than the year 40,000). I thought it would be awesome to blog the series as I go. With more than 50 novels and many, many short stories, there will be a lot of posts in this series (I doubt I’ll get to all the short stories). I’m reading the series in publication order unless otherwise noted. There will be SPOILERS from the books discussed as well as previous books in the series. Please DO NOT SPOIL later books in the series.
Know No Fear by Dan Abnett
Dan Abnett wrote a little bit after the end of the book in the edition I have. Basically, he says that after some reader complaints about Prospero Burns, he felt cathartic burning everything in Know No Fear with an epic slugfest of battle that is largely unrelenting through the whole book. I mean, yes, this is exactly it. My problems with Prospero Burns wasn’t that it didn’t have enough action; rather, as I point out in my review, it’s that the book is advertised as something it manifestly is not. Anyway, all of that said, it was actually quite nice to read Know No Fear, which is basically a lengthy, massive battle with pieces of plot intermixed in it.
Here we have the Ultramarines caught unaware. They don’t know about the heresy spreading across various parts of the Empire, and the Word Bearers launch an unprovoked pre-emptive attack on Calth, one of the worlds of the Ultramarines. The scenes are utter chaos start to finish, with massive spaceships blasting apart, daemons being fought in corridors, brother turning against brother, and almost relentless destruction being waged across the planet and above it.
The novel does have character development and plot throughout the story. Whether it’s from members of the Ultramarines bonding as they fight daemonic forces or looks into the Word Bearers’ side of the conflict, there is quite a bit going on here. Ultimately, though, the draw of the novel is to read about some serious, powerful fighting between space marines and heretics.
The battles are truly epic to behold. Whether it’s visions of massive spaceships slugging it out and being boarded or action on the ground, each scene is pulse-thumping action throughout. Abnett is masterful and writing these kinds of scenes and it’s nice to see him apply himself with such vigor to it.
Know No Fear is an action-packed entry in the Horus Heresy that moves the story forward in impactful ways.
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Horus Heresy and Warhammer/40K Hub– Links to all of my Warhammer-related reviews and writings, including those on the Horus Heresy, 40K, and Warhammer Fantasy (pending) can be found here.
Posted in Science Fiction, Warhammer 40K
Tagged Dan Abnett, Horus Heresy, Know No Fear, Reading the Horus Heresy, Warhammer, Warhammer 40000, Warhammer 40K
Reading the Horus Heresy, Book 16: “Age of Darkness”
Age of Darkness by various authors
Age of Darkness is another collection of short stories in the Horus Heresy line. Like the others, it delivers a collection of stories that provide background to the various conflicts breaking out along with the occasional character piece. For this review, I’ll write briefly about each individual story before posting an overall impression at the end.
Rules of Engagement by Graham McNeill
I loved this story that pitted the Ultramarines’ commitment to their Primarch with his own, in person teaching on how to fight a battle. The Ultramarines are not nearly as boring as I thought they might be.
Liars Due by James Swallow
Lots of buildup that mostly just shows how planets outside big realms of influence might react to the heresy. A decent read with some good intrigue.
Forgotten Sons by Nick Kyme
A seriously action packed novelette about trying to sway a planet’s loyalty towards Horus or the Emperor. I liked how this shows the challenges faced by planets that could be torn apart by conflict.
The Last Remembrancer by John French
Layers of trust are wiped away in this intriguing short story about a remembrancer telling the Iron Fists about Horus. The payoff isn’t as strong as I hoped, but it’s okay.
Rebirth by Chris Wraight
The Thousand Sons are turning into my favorite of the traitor legions, and this short story just solidified that even more. It’s got enough layers in it to make it interesting throughout, and the ending, which apparently reverberates in larger WH40K lore, was great.
The Face of Treachery by Gav Thorpe
A huge battle has its tide turned by betrayal. I loved this one for both its action and the tight plotting Thorpe gave it.
Little Horus by Dan Abnett
Little Horus leads the Sons of Horus in battle and effectively springs a trap intended for Horus himself. It’s got tons of action and great plotting, as is typical of Abnett. A very good read.
The Iron Within by Rob Sanders
Big action with Titans is one of my favorite things about the Warhammer universe, and this short story delivers on that. It’s not as thoughtful as some of the others in the collection, but makes up for it in cool vistas and solid action scenes.
Savage Weapons by Aaron Dembski-Bowden
A surprisingly tight-knit scene is the core of this story, but that scene is set for a clash between Primarchs. It’s got tons of great action and certainly seems to loom larger than the short story itself.
I greatly enjoyed Age of Darkness. Every single story included was well done, with some standouts mixed in to an overall great collection. To me, these short stories help prove a point I’ve made several times in my reviews of the series: a lot of the novels would make better short stories. Too often, there is excess fluff that keeps readers away from the action or plot. In these short stories, we don’t encounter that issue. One problem that did arise is that I was listening to this as an audiobook on Audible. I have listened to a few of the Primarchs novels as well, and they all have the same issue this collection did: the sound balancing is terrible. The readers shout, whisper, etc. and do it all to the point where I find myself constantly having to adjust the volume as I listen to it on the go. It’s quite annoying, to be honest. The readers do a good job, but all of these audiobooks could do with much, much better sound balancing, so that as a listener I’m not straining to hear one moment and then having my eardrums pummeled the next.
Age of Darkness is a great collection that should not be skipped. There’s a lot here that fills in details of previous and future conflicts, along with great character building throughout. I definitely recommend the collection.
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Horus Heresy and Warhammer/40K Hub– All my posts on the Horus Heresy, as well as books throughout the Warhammer and 40K universe can be found here.
Posted in Books, Science Fiction, Warhammer 40K
Tagged Aaron Dembski-Bowden, Age of Darkness, Chris Wraight, Dan Abnett, Forgotten Sons, Gav Thorpe, Graham McNeill, Horus Heresy, James Swallow, John French, Liars Due, Little Horus, Nick Kyme, Reading the Horus Heresy, Rebirth, Rob Sanders, Rules of Engagement, Savage Weapons, The Face of Treachery, The Iron Within, The Last Remembrancer, Warhammer, Warhammer 40000, Warhammer 40K, WH40K
Reading the Horus Heresy, Book 15: “Prospero Burns” by Dan Abnett
Prospero Burns by Dan Abnett
I have rarely been so baffled by the disconnect between a book’s description and its contents as I have with Prospero Burns. The official Black Library (the publisher) description of the book reads:
The Emperor is enraged. Primarch Magnus the Red of the Thousand Sons Legion has made a terrible mistake that endangers the very safety of Terra. With no other choice, the Emperor charges Leman Russ, Primarch of the Space Wolves, with the apprehension of his brother from the Thousand Sons’ home world of Prospero. This planet of sorcerers will not be easy to overcome, but Russ and his Space Wolves are not easily deterred. With wrath in his heart, Russ is determined to bring Magnus to justice and bring about the fall of Prospero.
Read it because
Vlka Fenryka! The Space Wolves charge into the Horus Heresy as their part in the events leading to the fall of the Thousand Sons is revealed. Spies, intrigue, plenty of action and a glimpse at Terra in the early days of the Great Crusade make this an unmissable read.
One could be forgiven, I think, for believing the book would primarily focus on the Space Wolves trying to capture Magnus the Red and/or burning Prospero (as the title and the first paragraph imply. What the book is actually about, though, is a remembrancer who gets sent to the Space Wolves and their interactions with him. So the last sentence of the “Read it because” is closer to reality, though the “plenty of action” is a bit of a stretch.
I’ll admit it, this had me both confused and frustrated. I kept flipping to the description, wondering if I was reading the wrong book–maybe some bug had crossed over my book with a different one when I got it on Kindle. But that’s not it–it’s just that the book is nowhere close to its description. And that’s annoying. I understand we’d already seen Prospero in A Thousand Sons and that this book was intended to be read alongside that earlier work, but that doesn’t mean I wasn’t expecting to see the Space Wolves’ side of the conflict, because I trusted the publisher to provide an accurate vision of what the contents might be.
As for the actual contents of the book–it’s decent. Abnett is a great writer, as we’ve seen time and again throughout the Warhammer universe. The switching of perspectives is sometimes fairly abrupt and makes the book difficult to follow at times. Abnett certainly makes the Space Wolves quite interesting, though, as he notes time and again that they’re not just generic space Vikings; they’re the Emperor’s executioner. But the whole first 90% of the book is basically summarized in that point along with (here are spoilers for the ending, in case you’re worried about that) the revelation that our remembrancer was, in fact, planted by the Thousand Sons as a spy, and that the Space Wolves knew about it the whole time but didn’t really care if their rivals knew what their plans were.
This means, that, like many of the books in the Horus Heresy so far, Prospero Burns would have made a much better short story or novella than it does a 450 page novel. 400 of those pages could have been condensed into about 50, all while getting the same point across. Abnett’s writing mercifully carries those 400 pages along so that they never quite descend into total triviality, but it also leaves you with a sense of regret at the end. Is that it? one might ask. Did I really just read 400 pages of the same point repeated through an unreliable narrator just to get about 15 pages of action at the very end of the book? The answer is, unfortunately, yes. The payoff here simply does not align with the investment of time and energy.
I’ve seen the point that readers already experienced the fall of Prospero in A Thousand Sons, but this is hardly relevant. (It’s also somewhat untrue–we only experienced glimpses of this fall so far, which makes the lack of a book that is one massive conflict a bit disappointing.) This book was advertised as–hell, even titled as–the fall of Prospero from the perspective of the Space Wolves. It manifestly is not that. That, plus the fact that the actual contents we get are dragged from a short story’s plot into a lengthy novel’s duration makes this a pretty disappointing entry to the Horus Heresy. If I hadn’t had my expectations completely set up to fail going in, I definitely would have enjoyed this one more. As it stands, I’m left feeling bittersweet about what might have been.
Prospero Burns ends my streak of 5-star reads in the Horus Heresy. I’d almost say it’s skippable but it does at least give some insight into the Space Wolves that makes them more interesting as rivals (presumably) throughout the rest of the series.
Tagged A Thousand Sons, Dan Abnett, Horus Heresy, Prospero Burns, Reading the Horus Heresy, Warhammer, Warhammer 40000, Warhammer 40K
April 7, 2020 by J.W. Wartick
Reading the Horus Heresy, Book 7: “Legion” by Dan Abnett
Legion by Dan Abnett
Okay, this book was weird. For the first third or so I had basically no idea what was happening. The next third was me convincing myself I thought I knew what was happening. The final third revealed some pretty awesome stuff. Altogether, I’m not sure how I feel about it.
As I read through the first part of the book, I found myself constantly checking to make sure this actually was a Horus Heresy novel. It did not read like one. And maybe that’s the main difficulty I had with Legion. It doesn’t feel like Warhammer. It reads more like a future detective thriller of some kind, but one that is mired in huge amounts of world building, most of which don’t make much sense. Abnett, it seems, is trying to trick readers into thinking they know what’s happening when they don’t. It’s a unique way to approach the novel, but it left me feeling confused and a bit chagrined–do I maybe not know enough of the lore going in to understand this series? (Other readers have assured me that’s not the case and that it will all make sense, mostly.)
When the big reveal finally happens (and yes, this is a pretty major spoiler), it is awesome. To have two primarchs for the legion, as well as the way they had to face the stark choice of rebellion against the Emperor or stagnant death over a huge amount of time, was thrilling. I wonder, though, how the Xenos managed to convince them. We see them showing the Primarchs, but I’m not sure I as a reader got enough to convince me that the Xenos could be trusted with this either/or reveal. But maybe that’s the point. Maybe we’re meant to wonder whether the choice was made was made too hastily or on too little information. I don’t know, because whether intentionally or not, the book leaves this, like many other aspects of the plot, in a cloud of fog.
I also start to worry here whether this is going to be how too many of the Horus Heresy novels play out. So far, this is the third book that read kind of slowly and without huge interest until a major twist made everything seem cooler than it was slogging through at the beginning. I hope the rest of the novels engage front-to-back. That said, Legion was a good read, I don’t deny that. Something about its tone just didn’t sit with me. The epic reveal at the end was awesome, though.
Tagged Black Library, Dan Abnett, Horus Heresy, Legion, Reading the Horus Heresy, Warhammer, Warhammer 40K, WH40K
Reading the Horus Heresy, Books 1 and 2: “Horus Rising” by Dan Abnett and “False Gods” by Graham McNeill
Horus Rising by Dan Abnett
I read Horus Rising a year or so ago and I think I just read it at the wrong time for me. I just wasn’t really in the mood to read a novel about space marines that largely centered around them talking to each other and political intrigue. So I ended up skimming through large sections of the book and not really picking up much along the way. This time, I decided to really dig in because the hype that is surrounding the series finally coming to a conclusion made me desire to get into it at long last.
I’ll be honest, though, the second time through, I still found myself drowning a bit in a sea of names and places that I just didn’t really understand. The learning curve on this first novel is pretty high, and it seems to assume at least some prior knowledge of the universe going in. I had some, but still felt a lot of the references went right over my head. That said, the second read-through of this one gave a much better impression. I have greatly enjoyed other books by Abnett, particularly the Eisenhorn trilogy.
Here, we are introduced to Horus, the bane of humankind and a name that raises the notions of heresy for all those who know the Warhammer 40K universe. Here, he is certainly larger than life, honored by all who surround him as one who has fought the Crusade for the Emperor. But even this seems foggy after reading the book twice. There’s almost too much groundwork being laid here, so that the reader is jerked around from place to place and character to character without being able to stop long enough to focus on any one of them. Don’t get me wrong, Horus Rising is a good book. It just has way too much going on in it to feel cohesive enough of a narrative for someone who isn’t as familiar with the world as others might be. That said, if you’re discouraged, read on, because next we have…
False Gods by Graham McNeill
Okay, now this is what I’m talking about! False Gods is totally awesome. McNeill takes the worldbuilding and groundwork Dan Abnett did and runs with it, drawing out characters, ideas, and combat in page after page. The characters touched on in Horus Rising that seemed like a cacophony of names come into their own. Erebus’s insidious workings with chaos are painted in an almost reasonable light. The reader sympathizes with his apparently benevolent reasoning while also wondering about what it may mean going forward. As someone who has read some other 40K fiction, it was interesting to see how Chaos could start off as such an unknown and almost innocent thing.
Not only that, but the constant discussion of gods, the Emperor, and false gods was fascinating. As a Christian, I found it particularly interesting to see that it seemed that even in the grim dark future, humanity is seen to struggle with religion and though many main characters dismissed religion as false, others struggled to carve out meaning in a horrifying universe.
There are battles aplenty here as well, though the action is never as transcendent and awesomely metal as it is in some of the 40K novels I have read.
Seriously, this book single-handedly made me want to dive into more, so I rushed to get Galaxy in Flames and continue my read-through.
Tagged Dan Abnett, False Gods, Graham McNeill, Horus Heresy, Warhammer 40K, WH40K
Book Review: “Double Eagle” by Dan Abnett
When I was a child, one of my favorite activities was to browse books about fighters and bombers and envision dogfights between them. I would read all kinds of books on World War 2, and particularly enjoyed those that involved these big air battles. I’ve also been a fan of the Warhammer 40k Universe (hereafter WH40k) and its fiction. I have only played the tabletop game once, but I think the universe is extremely interesting and engaging. Thus, when I saw Double Eagle at a book store some time ago, I snagged it. A book about dogfighting in the WH40k world? What could go wrong? It’s been sitting around waiting to be read for a few years, but I finally got around to it.
Dan Abnett has written a number of engaging and realistic characters in this narrative. Each protagonist has realistic motivations and interesting development throughout the book. I quite enjoyed reading about the characters and how the reacted to the changing events.
Unfortunately, the enemies are flatly one-dimensional, in contrast to the full-bodied main characters. There is one antagonist who keeps popping up, but even this “Killer” lacks any serious development beyond a desire to toy with the protagonists. This problem is made even more obvious by the contrast with the protagonists. IT would have been awesome had even one of the “bad guys” been given some kind of backstory to flesh them out.
Another major problem with the book is the lack of description of the vehicles involved in the combat. I don’t think I missed this anywhere, but it largely seemed like the planes and carriers involved were just given names for descriptions. I understand that this is set within a known universe that involves miniatures and the like, but the lack of description for the vehicles throughout the book made it difficult to envision the combat. The combat itself is pretty well-written, though not as interesting as I’ve found other works by Abnett. There are vivid enough descriptions of how the fighters and bombers fly about in the various dogfights. However, because of the lack of in-depth description of the vehicles or even their armaments, it all collapses down into whatever readers can come up with to fill in the blanks. I even found myself surprised at one point to discover one type of plane was a bomber rather than a fighter. I think this is pretty inexcusable, even for a work set within a known universe.
A similar issue comes up with the stage upon which the story is set. There is a map in the front pages of the book, but this is about as far as the description of the planet itself goes. Little time is dedicated to letting readers know what kind of planet is being fought for, why it is in the middle of this fighting (apart from being involved in a Crusade), or why readers should care about it. This lends itself to an overall feeling of blandness that colors not just the vehicles but also the setting on which the scenes are staged.
I wanted to love Double Eagle, and the protagonists do a good job trying to sell readers on the concept, but in the end the serious lack of development of antagonists, world, and vehicles made it difficult to get into. Abnett has much better works out there.
+Realistic, full-bodied protagonists
+Decent action
-One-dimensional enemies
-Little description of vehicles involved
Grade: C+ “Intriguing characters are hampered by the bland backdrop upon which they are set.”
Tagged books, Dan Abnett, Double Eagle, Eclectic Theist, science fiction, Warhammer 40K
Microview: The “Eisenhorn” Trilogy by Dan Abnett
The Eisenhorn Trilogy by Dan Abnett is a set of stories that takes place in the universe of Warhammer 40K. The universe is one created for tabletop gaming (learn more here). I have read in many places that these novels are a great entry point, and I’d have to agree because they are the first I read that were set in this universe.
The trilogy follows the footsteps of Gregor Eisenhorn, an Inquisitor whose job it is to hunt down heretics, xenos (aliens), and the like (daemons, etc.). It is a perfect set up for a story with lots of fighting and intrigue, and Abnett delivers on both. Throughout the books, readers are treated to plenty of twists and turns, and the overarching plot is superb. It’s an absolute blast to read these books and engage in the plot.
The books are also filled with a slew of terminology, characters, and references to events which are not always explained. Many of these are from the overall 40k universe, and many of them are clearly borrowed from the language of Christianity. This means that although the book is often recommended as an entry point, it still has a pretty steep learning curve at points. Expect to either be looking things up a few times or just not fully knowing what’s happening or being referenced. At times, too, some side characters do not seem to get enough development. There’s awareness that they are there and generally who they are, but Abnett doesn’t often go beyond that.
Despite a sometimes steep learning curve, the Eisenhorn Trilogy is a fantastic place to enter the Warhammer 40K universe. Filled with action and adventure, with a hefty helping of deception and plot twists, the trilogy is an enthralling read. Trust me, you won’t look back.
+ Great action sequences
+ Very interesting story
+ Lots of unforeseen plot twists
+ Dark universe that is deeply interesting
+ Tons of interesting religious references
– So many locations it becomes hard to keep track of them all
– Secondary characters lost against the backdrop
– At times, a steep learning curve
If you like science fiction with lots of action, Abnett is a must-read.
Microview– Read more microviews to discover more materials to experience! (Scroll down for more)
Dan Abnett, Eisenhorn (Black Library, 2005).
Tagged books, Dan Abnett, Eclectic Theist, Eisenhorn, Gregor Eisenhorn, Inquisition, J.W. Wartick, science fiction, Warhammer 40000, Warhammer 40K |
‘theresa swift’
Faculty members honored with awards
Posted by Velvet Hasner on December 6, 2019
Congratulations to 33 S&T faculty members who are being honored with faculty campus awards in 2019 for excellence and achievement in teaching, research and service. An additional 37 faculty members are being recognized with Outstanding Teaching Awards, based on their end-of-course evaluations.
34 faculty members honored for outstanding teaching
Thirty-four Missouri University of Science and Technology faculty members will receive the Outstanding Teaching Award for 2017-18. The winners will be recognized at a ceremony tonight (Tuesday, Dec. 4).
Missouri S&T student, chapter recognized by IEEE honor society
Posted by Velvet Hasner on April 4, 2017
Emily Hernandez, a recent Missouri S&T graduate, and the university’s Chapter of Electrical and Electronics Engineers, Eta Kappa Nu (IEEE-HKN) received awards at the annual meeting of the Electric and Computer Engineering Department Heads Association in Miramar Beach, Florida, on March 20. IEEE-Eta Kappa Nu (IEEE-HKN) is the honor society for electrical and computer engineering, with more than 200 chapters worldwide.
Four CEC faculty named Dean’s Educator Scholars
To celebrate excellence in the classroom and contributions toward student service, four Missouri S&T faculty members are being honored by the College of Engineering and Computing with the title of Dean’s Educator Scholar. They were surprised while teaching classes. Check out videos of the surprise classroom visits on the college’s Facebook page. The honorees are:
Swift receives educator award
Posted by Linda Fulps on November 24, 2011
Dr. Theresa Swift, assistant teaching professor of electrical and computer engineering, recently received the Outstanding Educator Award from the St. Louis section of the Institute of Electrical and Electronics Engineers (IEEE). The St. Louis section includes eastern Missouri and southern Illinois and incorporates Missouri S&T, the University of Missouri-Columbia, St. Louis University, Washington University, Southern […] |
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Joint Report on Health Care and Long-Term Care Systems & Fiscal Sustainability
Cuprinsul paginii
Identificare
Institutional Paper 37
Direcția Generală Afaceri Economice și Financiare
This report, prepared by the staff of the European Commission’s Directorate-General for Economic and Financial Affairs and the Economic Policy Committee (Ageing Working Group), presents policy challenges for health care and long term care, and options on how to contain spending pressures through efficiency gains, in order to ensure fiscally sustainable access to good quality services for all.
Information and identifiers
Institutional Papers 37. October 2016. Brussels. PDF. 244; 484pp. Tab. Graph. Ann. Free.
Volume 1:
KC-BC-16-037-EN-N (online)
ISBN 978-92-79-54349-4 (online)
doi: 10.2765/680422 (online)
Volume 2 - Country Documents:
doi:10.2765/776073 (online)
JEL classification: E61, E62, E66, F16, F32, F34, G21, G28, H1, H2, H5, H6, H7, H8
European Economy Institutional Papers are important reports analysing the economic situation and economic developments prepared by the European Commission's Directorate-General for Economic and Financial Affairs, which serve to underpin economic policy-making by the European Commission, the Council of the European Union and the European Parliament. Views expressed in unofficial documents do not necessarily represent the views of the European Commission.
Joint Report on Health Care and Long-Term Care Systems & Fiscal Sustainability - volume 1
(310.9 KB - PDF)
Acest site este administrat de Direcția Generală Afaceri Economice și Financiare |
Category Archives: Guest Speakers
Posted on October 6, 2016 by ed360editor
Visiting Author: Chris Van Dusen
On September 27th students and community members gathered in Lincoln Auditorium to meet visiting author/illustrator Chris Van Dusen. Chris is a children’s book author and illustrator known for his works Down to the Sea with Mr. Magee, A Camping Spree with Mr. Magee, If I Built a Car, and many more! The event was hosted by UMF’S Association for the Education of Young Children (AEYC).
During the visit, Chris covered a lot of his work, starting with the books he illustrated for in the past, including Kate DiCamillo’s Mercy Watson stories. He then transitioned into discussing If I Built a Car, written and illustrated by Chr is himself. He went through the planning process of the book, changes his editor wanted to make, and how he moved forward with those changes.
This event was open to UMF students and faculty, as well as members in the community. The audience included professors, faculty, UMF students, parents, and children of many ages. Chris took the time to answer questions and sign autographs for his fans.
When asked if there will be any other visits of this nature in the future, UMF’S AEYC President Ranae Carlson seemed hopeful. “We definitely hope to
have future author events, but for right now, nothing is set in stone,” she said. “We try to make our events applicable to people other than education students but I think anyone can benefit from hearing what authors, specifically those in Maine, have to say! It’s like having a celebrity on campus!”
The UMF Teacher Education program would like to thank Chris Van Dusen, the AEYC, and those who attended for making this such an enjoyable event for all!
Posted in Blog Sort News Announcements Feature Stories, Early Childhood Education, Education Programs Student Clubs, Elementary Education, Events, Guest Speakers, News & Celebrations, UMF Association for Education of Young Children | Tagged AEYC, Author, books, children's books, English, Guest Speakers, Illustrator, literacy, literature, Teacher Education, UMF | Leave a comment | |
Unlocking the World
Delta variant travel: Latest restrictions and news for concerned tourists
By Forrest Brown, CNN
Updated 11:40 AM EDT, Thu August 5, 2021
Pedestrians cross Westminster Bridge over the River Thames with the Houses of Parliament in the background in central London on July 30, 2021. - Workers being double-jabbed before returning to the office is a "good idea" but will not be a legal requirement, Britain's Transport Secretary Grant Shapps has said, as he ruled out Covid passports for pubs and shops (Photo by Niklas HALLE'N / AFP) (Photo by NIKLAS HALLE'N/AFP via Getty Images)
Niklas Halle'n/AFP/Getty Images
The 2021 summer travel season started out full of hope and promise, but increasingly by the week, the Delta variant is throwing it in disarray.
This more transmissible variation of the coronavirus was first detected in India in February, just when the United States and some other places around the world were starting to gear up their vaccination efforts. It turned out to be a race against time: shots in arms vs. Delta’s spread.
Delta infections are climbing as we enter August, particularly among the unvaccinated. Just like all other waves of the pandemic, travel feels the Covid impact quick and hard.
From the latest travel news to recent Google searches on the topic in the past few days, it’s clear the Delta variant is causing increasing worry and disruptions for governments and would-be travelers. Here’s a quick round-up:
UK green list update
The entire world seems to have the United Kingdom on its collective hive mind. In the past 24 hours, worldwide searches for various terms surrounding the United Kingdom’s “green list” have risen anywhere from 450% to 200%.
The official announcement is to come Thursday, August 5, that Austria, Germany, Latvia, Norway Romania, Slovakia and Slovenia will be added to the green list.
A traffic light-based travel system – red, amber and green – is in place in England, Scotland, Wales and Northern Ireland. Non-UK residents from red list countries are currently refused entry to the UK. British residents arriving home from red list destinations must undergo a 10-day hotel quarantine at their own expense.
You can read England’s list here. Northern Ireland, Scotland and Wales have their own rules but tend to follow suit. You can click links on the England site to see the latest from those places.
You can also read CNN’s guide to Unlocking the UK here, updated weekly.
As of August 4, the US Centers for Disease Control and Prevention had a warning of “Level 4: Very High Level of Covid-19” for the UK. Level 4 is its highest level and advises avoiding travel.
Mexico wants to know about a neighbor
A butterfly hatches from its pupa at the National Museum of Costa Rica.
Juan Carlos Ulate/Reuters
Meanwhile, Mexicans are more interested in travel restrictions to Costa Rica, a favorite of tourists in Central America.
The is one nation not yet putting up any barriers because of Delta: As of August 4, tourists from any country can still visit and arrive via air, land or sea (but only on yachts and sailboats in specific ports). There aren’t even any Covid-19 tests or quarantines in place. But you are still required to fill out a health pass.
You can find out more at the Visit Costa Rica website and CNN’s guide to Unlocking Costa Rica.
As of August 4, the CDC had a warning of “Level 4: Very High Level of Covid-19” for Costa Rica.
New York City: Get vaccinated for the full experience
People walk and ride bicycles over the Brooklyn Bridge earlier this year. Vaccine mandates are going to be set up for indoor venues in New York City.
Ed Jones/AFP/Getty Images
New York City, on the other hand, is responding to rising cases of the Delta variant in the United States. It’s keeping out the welcome mat to tourists, but they’ll find more rules to follow soon.
Mayor Bill de Blasio announced August 3 that vaccines will be mandated for employees and patrons of New York’s indoor dining, fitness and entertainment venues.
The “Key to NYC pass” will launch August 16 and begin being enforced September 13, he said. Final details of the program are expected to be announced the week of August 16.
Discover more at CNN’s guide to Unlocking New York City.
What you need to know about vaccine mandates if you're visiting New York City
Chicago responds to the Delta variant
While the state of Illinois has no travel restrictions, the city of Chicago does.
Chicago has a separate system that advises Covid-19 testing or quarantine if the unvaccinated visitor comes from a state with a significant infection rate.
As of August 3, there were 19 states and two US territories on the “orange list” that asks for testing or quarantine. Some of the states falling into the orange category included Georgia, Florida, Texas and Missouri.
See all the states and details on Chicago’s travel advisory site.
Covid-19 travel restrictions state by state
China cracks down again
Visits to the wildly popular Great Wall may have to be postponed again.
NOEL CELIS/AFP/AFP via Getty Images
Your dreams of seeing the Great Wall and other sites of China soon will most likely have to be postponed.
Because of the Delta variant, China is grappling with its worst Covid-19 outbreak in months. The country now has 144 medium- and high-risk areas, the most since the initial outbreak in early 2020, the National Health Commission said Wednesday.
Chinese immigration authorities have vowed to “strictly restrict non-urgent, unnecessary cross-border travel,” including tightening the issuing of passports for Chinese citizens.
The speed and scale of the spread has also spurred mass domestic travel restrictions, with all inter-city coach, taxi and online car hailing services suspended in medium- and high-risk areas.
Find out more from CNN’s Nectar Yan here.
As of August 4, the CDC had warning of “Level 1: Low Level of Covid-19” for China, but that could possibly change soon given the latest reports.
More destinations moved to Level 4 this week
The Acropolis in Athens, Greece, during sunrise. Greece was moved to the CDC's "Level 4" warning, its highest, on Monday.
Ludovic Marin/AFP/Getty Images
On Monday, the CDC added 16 destinations to its “very high” Covid-19 risk level, including Greece, Ireland and the US Virgin Islands. In its overarching guidance, the CDC recommends against all international travel until you are fully vaccinated. You can find out the other 13 new “very high” risk destinations here.
Other popular destinations that were already on Level 4 before Monday’s announcement included Brazil, the Maldives, Portugal, Spain and the United Arab Emirates.
You can look up the CDC’s risk level of any destination on its travel recommendations page.
Highlights from the previous week
– US restrictions to stay in place: On July 26, the White House decided to keep existing coronavirus travel restrictions in place, press secretary Jen Psaki said.
“We will maintain existing travel restrictions at this point for a few reasons. The more transmissible Delta variant is spreading both here and around the world,” Psaki told reporters. “Driven by the Delta variant, cases are rising here at home, particularly among those who are unvaccinated and appear likely to continue in the weeks ahead.”
People who have been in Brazil, China, the European Schengen Area, Iran, India, Ireland, South Africa and the United Kingdom in the past 14 days are denied entry to the United States.
– Search interest in Mexico: Google searches for this popular destination have been high. Mexico has been – and continues to be – one of the easiest countries to visit.
Its land border with the United States has been closed for well more than a year now, but air traffic has been flowing in from all over the world. You don’t even have to provide a negative PCR test result or quarantine on arrival. Mexico was at “Level 3: High” on the CDC’s advisory list.
CNN’s Sara Dean, Lauren Kent, Maureen O’Hare, Marnie Hunter and Nectar Gan contributed to this week’s article.
Top photo: Pedestrians cross Westminster Bridge over the River Thames with the Houses of Parliament in the background in central London on July 30, 2021. (Photo by NIKLAS HALLE’N/AFP via Getty Images) |
The Unseen Saul Leiter
Few copies
Author: Saul Leiter
Size: 21,5×27,5cm / 8.45×10.83in
ISBN:978-84-19233-16-5
Category: Bestseller, Photography, Paris Photo
Currently considered a pioneer of color photography, Saul Leiter went relatively unnoticed until his eighties, when his work was rediscovered by curators and critics. At his death in 2013, he left a collection of more than 40,000 color slides, of which only a part had seen the light. This book shows seventy-six newly unearthed images of this extraordinary photographic treasure, published here for the first time. |
EDPBI:LI:OSS:D:2019:42
(-) LI (2)
(-) Article 15 (Right of access by the data subject) (2) |
A student at SAILORS works with a robot.
Home»Classroom
Stanford University’s Artificial Intelligence Summer Camp Expands the World of Computer Science
Program aimed at bringing girls into tech promotes humanist angle to tech and collaboration between faculty and students.
Meghan Bogardus Cortez
Meghan is an associate editor with EdTech. She enjoys coffee, cats and science fiction TV.
The Stanford Artificial Intelligence Laboratory’s Outreach Summer (SAILORS) program was born in 2014 when then-Ph.D. student Olga Russakovsky was in search of a way to make an impact outside of writing another research paper.
What she and Fei-Fei Li, director of Stanford University’s Artificial Intelligence Lab, created was a two-week summer day camp for 10th grade girls centered on how artificial intelligence can change the world. This July marked the second year of the program.
“It seems like a lot of girls are interested in these fields, but then drop out as their education progresses,” says Russakovsky. “We created a camp centered around teaching AI from a humanist prospective.”
Russakovsky, who is now a postdoctoral fellow at Carnegie Mellon University, says the camp aimed to address three things: the lack of exposure to technology in early education; the lack of role models and social support for young women; and the limited perception of what computer science can do in the real world.
Stanford, with the help of sponsors Dropbox and Google, provides the technology behind the camp, which ranges from the simple (paper and pencil) to the very complex (robotics and drones).
As recorded on the camp’s daily blog, participants experimented with proportional-integral-derivative (PID) controllers, which are used to steer hexacopter drones, and got hands-on coding experience coding using Lenovo ThinkPad notebook computers to analyze data and power small robotics. Campers even learned how Standford’s self-driving car works.
Learning How AI Can Help Real People
A big goal of SAILORS is to reframe how computer science, and AI in particular, is perceived, Russakovsky says.
“It’s about reframing the conversation with AI instead of focusing on the money that can be made or the very few applications that are shown in the media,” she says. “It’s not about creating killer robots, but how it can actually benefit society. Women tend to be drawn to this kind of perspective.”
While studying what is hot in the tech world, these girls are also working on incredibly innovative research in robotics and computer vision — how computers can analyze and understand digital images.
In their research paper following the first year of camp, Russakovsky and her colleagues detailed the young women’s research into how certain computer vision algorithms can ensure hospital staff are sanitizing their hands, and how natural language processing can examine tweets during a natural disaster to assist with organizing aid.
“The research projects were designed to closely mimic current AI research. Students could thus get a first-hand experience of what researchers in the field work on, and gain confidence that they can work on the same,” the paper reports.
Creating an Environment for Collaboration
In order to retain women in STEM education, educators must help them find peers and establish role models, Russakovsky says.
In addition to the staff from Stanford’s AI Lab, Russakovsky says the camp is run almost entirely by undergraduate and graduate student volunteers. So while the young camp participants are gaining a valuable social experience by meeting fellow STEM aficionados, the Stanford students are honing their teaching skills and learning how to present their complex research to high schoolers.
“It actually serves as a great community building effort for the lab. There’s not much interaction between the faculty and the students. [The camp] is something the entire department rallies behind,” Russakovsky says.
The Beginnings of a New Countrywide STEM Initiative
In our Summer 2016 issue, EdTech reported on how Merced Union High School District’s rollout of Chromebooks helped to provide STEM opportunities to underserved children.
Russakovsky’s hope is that this camp will do the same to empower young women into exploring their passion for technology.
Initially, after reaching out to Bay Area high school teachers, Russakovsky wrote on her website that they received over 200 applications for the 9-to-5 day camp’s 24 slots.
Next year, she proudly reports that the camp will be residential, which will open it up to students from all over the country.
Russakovsky, who is joining the faculty at Princeton University, plans to launch a sister program to Stanford’s camp in 2017.
“We want to figure out how to generalize SAILORS and create a model for other universities to create similar programs,” she says.
Lauren Yang/flickr
3 Tech Trends Shaping Modern Higher Ed Classrooms
Virtual Reality Helps Students Experience Healthcare Scenarios
Collegiate Esports Programs Provide Academic Pathways |
The key to winning at social media marketing? keep pulling.
I’ll set the scene for you so you can get the full picture. There I was, at my gym, with 200 pounds sitting on my back. The most I had ever been able to squat was 165 pounds, and that personal record (PR) had been set about two years ago after consistent gym attendance and a full back squat cycle. Cut to a couple of weeks ago. I had been back to the gym for about a month after a six-month (unplanned and unnecessary) absence. I had jumped into the middle of a strength cycle and spent a couple of weeks working on my back squat. I had a rough night’s sleep and no pre-lift nutrition. I failed my first attempt – but I made the second squat.
And the best part of that lift wasn’t at the top. It wasn’t before the lift started when I hit that moment of being scared about something and doing it anyway. It wasn’t even afterwards when everyone was super excited. See, in every weightlifting exercise, there’s a sticking point when the lift becomes the most challenging and it’s easiest to give up and simply bail. In a back squat, that sticking point is about a third of the way back up from the bottom. If you’ve let your form go at any point during the lift, this is where it’s most difficult to recover. This is also where most of the stored energy of the movement is accessible, so it’s the best opportunity for success. This was the point where I have the clearest memory of grunting and straining and pushing through to success.
But enough about weightlifting.
You didn’t really think I was just going to entertain you with the thrilling tale of physiological success, did you? Because I’m going somewhere relevant with this, I promise. What if our social media and our marketing efforts are like lifting a heavy weight at the gym? What if we could take the lessons from the gym and transfer them to what we do every day on social to build stronger relationships and faster sales? Let’s give it a shot. Here are three things my back squat can tell you about your social media marketing.
Start with putting in the reps.
Look, getting a 200-pound squat wasn’t the most important rep. Know why? Because there is no such thing as a “most important rep.” Every. Single. Rep. Counts. The good reps. The bad reps. The reps that I should have been able to get and failed (I don’t even want to talk about my dead lift right now). The reps that shouldn’t have worked (but I scraped by). Every rep is important, and what’s most important is getting in there and putting in the work. That’s how you earn the PRs.
It’s the exact same with your marketing. Do you think your most important emails are the ones you send during the holidays? Sorry, pal. Because if you’re not putting in the legwork before that, if you’re not giving the value that your customers want and building the relationships, you don’t earn that killer email that sells out your online course in one afternoon. If you don’t post regularly on social media with a value-forward strategy that engages and entertains your audience, you don’t have the right to ask for the sign-up to your email list. Good marketing grabs attention and interest. Great marketing does that with buyers who feel like you have invested in them and their needs.
Your WOD (workout of the day):
Find a posting schedule (daily, twice a day or four times a week) and commit to sticking to it for a month. Compare your analytics from the beginning of the period to the end and see how much better your numbers are.
Form is incredibly important in the reps.
I don’t know about you, but I find it really hard to believe that I was able to build the muscle necessary to lift that much more weight without a consistent workout regimen, a good diet (in progress), and cyclical strength work. Something else had to happen, right? Well, something did happen. I got a lot better at my form. The first huge shift occurred a few years ago when I switched from a high bar to a low bar back squat, which meant I was involving a lot more of my posterior chain and accessing a ton more muscle power during lifts. Recently I’ve gotten a lot better at finding the ideal depth, which meant I could leverage the tension I built during the squat to my advantage.
See, the biggest improvements were about getting the best form down. This is 100% something that matters in marketing. Do you think it’s an accident that there are common words, word count, and formatting that trigger buying decisions? Do you think that it’s happenstance that some ads achieve a 10% clickthrough rate and some get a 1% rate? Or that we tell you to include a call to action in every single post? What you say is important. How you say it is equally important.
Test out these three common post forms and see which of them works the best for you
(note: I just made the posts up and the info is super not accurate):
Problem + Action + Solution
(i.e. If you’re still fighting the winter weight gain battle, this article can help you lose 10 lbs in 2 months).
Unlikely comparison
(i.e. Eating 300 grams of carbohydrates a day is as deadly as smoking. Here’s what that looks like in a normal 24 hours)
Curiosity + Challenge
(i.e. What do you think the most important aspect of long-term weight loss is? Leave your answer in the comments then check out this post to see if you were right!)
Coaching is everything.
Tiger Woods has a golf coach. Brad Pitt has an acting coach. Paris Hilton has an airhead coach (probably). The point is that even the most seasoned professionals use coaching to get the absolute most out of their craft. And I, a far cry from a professional, have some fantastic athletic coaching at my gym. These are the coaches who lie to me about how much weight is on the bar because they know I tend to freak myself out. They can tell me if a different grip will help me stabilize my dead lift (still bitter, thanks). They explain that not going deep enough on a back squat will put MORE, not LESS pressure on my knees.
In fact, many of you are coaches. Many of my clients do coaching to some capacity. So why do we understand the need to help our clients with their business, their personal life, or their finances, but when it comes to an area where we are not an expert, we anticipate the ability to master it completely and on our own? Because the truth is that yes, you can become marketing expert. Maybe. Not everyone is good at every part of marketing (even most experts have strengths and weaknesses). But also, at what cost? At the cost of time with your family? At the cost of your weekends? Your other business goals? Your clients? And even if you are an expert, have you considered the fact that you might be way too close to your project to be objective about the best way to market it? Can you properly analyze your results? See, that’s what amazing coaching does. It does not do the work for you, and it does not change everything about your brand. It DOES assess your strengths and weaknesses and puts together a plan to help you achieve your goals.
Get a trusted friend or colleague (not a “yesman” who will just tell you what you want to hear) to give you an honest assessment in the following areas:
2. Post cadence
3. Post quality
4. Audience size
5. Audience engagement
Need someone to help? I’ll do it. Email me at hello@ek.marketing.
If I can do it, so can you.
Real story: I am not remotely athletic. That’s 100% accurate. So if I can get myself to a point where I feel able to attempt a 200-pound back squat, you can write a little social media post, amirite? One of my favorite parts about my gym is the fact that the coaches and members will remind you to keep working, even when it seems futile or useless. You’ll be in the middle of the hardest lift of your life, and you hear these voices yelling, “UP UP UP!!” or “KEEP PULLING!” Well, in lieu of me actually yelling at you in your office, I will tell you here: as long as you have forward momentum, YOU NEED TO KEEP AT IT.
If you do want me to actually do the yelling (figuratively – my bedside manner is amazing), reach out at hello@ek.marketing to learn what my formal coaching looks like. Until then, keep pulling, my friends.
7 Key Social Media Posts for B2B Companies“There’s nothing to post about on our social media.”-B2B business owners who are wrong Storytime! When I was a brand new baby marketer, the business I worked for used an SEO blogging strategy to help our organization rank...
Do This, Not That Client SocialAnyone remember the “eat this, not that” fad? While I certainly WILL NOT be replacing the HWC in my coffee with skim milk, it’s a pretty good way to look at info sharing. In terms of client social media management, this makes it a cinch...
5 Best Practices for Client Social MediaSocial media marketing has changed a lot since I started working in this field about ten years ago. Back in the dark ages, video wasn’t available on most platforms, chat and messenger tools didn’t exist, and analytics were...
7 Things I learned in 7 Years of Client Social MediaEKM just turned 7! This has been such an amazing journey so far, and I seriously can’t wait to see what’s next! In the meantime, let’s pause to take some notes about the lessons I’ve learned (and mistakes I’ve made)... |
Dushon Carter
Huskies men’s basketball move on to Sweet Sixteen
By Diego Linares & Gabrielle Osei The No. ninth seeded men’s basketball team won its first ever playoff game over Mira Costa College, 76-62, last Friday advancing to the Sweet Sixteen, the Southern California Regional semifinals tonight. Advancing to the next round, the Huskies, 21-7 overall, will travel south to face SoCal’s No. 1 seed, Saddleback College tonight at 7 p.m. in Mission Viejo. The game was a defensive…
Huskies takedown Los Angeles Harbor
By Will Hernandez The East Los Angeles College men’s basketball team capitalized on their home court advantage and defeated LA Harbor College Wednesday night 75-66, improving their overall record to 17-6. The Huskies have enjoyed playing at home, extending their home record to 7-0 with the victory. A big part in winning on home turf is a supportive crowd that’s vocal, and ELAC had just that. Entering the game ELAC was…
Huskies steamroll over Los Angeles Southwest
Thursday, Jan. 31, 2012 By Will Hernandez After falling to El Camino College 60-56 last Friday, the men’s basketball team redeemed themselves crushing LA Southwest 79-58, last night. With the win, East Los Angeles College’s record is 16-5 overall, 5-2 in in the South Coast Conference standings. The Huskies are tied for third place in the SCC and are ranked No. 13 statewide. The game couldn’t have got off…
Huskies win basketball tournament
By Tadzio Garcia The San Diego Mesa College Holiday Inn Mission Valley Tournament ended with the only ranked teams from a field of eight in the championship game. It was the No. 13-ranked team in the state against the No. 14-ranked from the Southern California poll. The favored No. 13-ranked Huskies did not disappoint and won its first tournament in several years beating Santa Ana College, 75-55, in the…
East LA College men’s basketball begins Mosley era with a win
By Tadzio Garcia The East Los Angeles men’s basketball team began the John Mosley era with a 85-60 win over Cuyamaca College last Friday, Nov. 9 in the opening round of the Clash at College of the Canyons. The celebration was short lived as the Huskies dropped a 69-60 decision to the host Canyons the next day. Mosley, new head coach of the team, returns to his alma… |
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A Reluctant Channeler
Long before I had any experience of spirit contacts or channeling myself, my best friend found herself suddenly in the thick of it, without ever intending to become involved in such activities. I have lost touch with her, and haven’t been able to ask her permission to share this story, so I will refer to her as “Helen” here. I sincerely hope that she wouldn’t be upset if she read this. The story is too good not to share.
This was years before e-mail came along. We lived over a thousand miles apart, and we communicated mostly in writing, but it wasn’t the constant and detailed correspondence that I enjoy with friends today. One letter of hers surprised me; it said, “I’ve met my spirit guide.” She described the being as a man with “nice teeth,” which seemed a little odd to me, not something I would probably notice myself. More importantly, she thought he was pleasant and helpful, and she became friends with him.
Early in the process, Helen heard a name: Erasmus. She had never heard of anyone called that, but her husband looked him up and found that there was a real, historical person by that name (as you probably know), and the picture in the encyclopedia had the same face Helen had seen. Desiderius Erasmus of Rotterdam lived in the late 15th and early 16th centuries, and was an eminent theologian who has been called the most popular author of his time— quite an impressive personage.
Erasmus communicated largely by automatic writing, though Helen did at least sometimes hear him inside her head as well. Having no experience of these matters at the time, I asked her what that was like, and how, especially at the beginning, she knew that the voice wasn’t her own. I’ve often recalled her reply, which was, “Well, you kind of know what your own thoughts are like. These were not my thoughts.”
Sometimes she tried to ask Erasmus the Big Questions about the meaning of life and that sort of thing. He insisted that he was only a human being and didn’t know everything, and that she should try to figure things out for herself anyway. In general, he acted like a fatherly sort of teacher, and Helen spoke of him as a dear friend. This went on for some time, and as far as I knew, it was all harmonious. It was a surprise to me when Helen’s descriptions turned negative.
She never told me what went on in much detail; unlike me, she didn’t tend to write very long letters on any subject. One day, without warning, she wrote that she had needed to tell Erasmus not to contact her anymore, that the situation had become too uncomfortable for her. Much later, when I saw her in person, I asked her what had happened. “He was making me write in languages I don’t even speak!” she confessed in an agonized tone. Of course my inner reaction was “Cool!” but I understood that this had been painful for her—though I didn’t understand why. As she saw it, her boundaries were being beaten down unmercifully, against her will. She said specifically that she didn’t think Erasmus was evil or that he meant to harm her, but she didn’t feel safe with being invaded in this way, and eventually she was too uncomfortable to continue. She was fond of him, she said, but she needed to end the relationship, and he cooperated and went away.
I was mystified by all this. I didn’t understand why Helen was so uncomfortable, or why a putatively high-level entity like Erasmus would want to force his ideas on an unwilling channel. Was it really so critical that he send more of his work into the Earth plane? And why couldn’t he just back off, or turn down the intensity? Helen was clearly reluctant to talk about it any more, and seemed rather traumatized, so I didn’t press, although I was desperately curious.
My best understanding was that the problem was the fragile sense of self that had resulted from difficulties in Helen’s childhood; this caused some issues with her temporal relationships as well. It could be said that the same qualities that made her so psychic and so accessible to a noncorporeal entity made it impossible to tolerate doing psychic work. What does that say about the qualifications for channelers? I think that in order to be effective, mediums of all types have to be both unusually open and flexible and very secure in their own identities and their own energetic skins.
I remember having a phone conversation with Helen during March 1998, a month of almost overwhelming contact with Fryderyk, in which I kept losing my train of thought because he was trying to get in on the call. She became very concerned, and strongly advised me to do whatever it took to get away from him. I couldn’t seem to convince her that everything was all right. I wrote to her explaining more about what was going on and trying to reassure her that I was not in any danger and that I was benefiting from the whole thing. I remember her reply, which said simply, “My memories of that time are not good.” That was the last I ever heard about the Erasmus experiences. She refused to tell me any more. I regretted that, because I felt that so much could have been learned from what had happened to her, even, or especially, from the most negative aspects. It wasn’t worth traumatizing or antagonizing her further, though.
My own spirit contact was of course someone I already had felt a strong connection with before I ever met him in this life. Helen didn’t have any such feeling about Erasmus. As far as she could tell, he had contacted her at random, simply because she was available. It’s possible that they did have a previous connection and that he sought her out specifically, but if so, she was never given any information about that.
I think it’s important to point out that Helen wasn’t doing this for any kind of self-aggrandizement. Far from trying to exploit her relationship with a famous person from the past, to sell books or whatever, she kept the experiences under wraps. I don’t know if she ever mentioned them to anyone besides her husband and me, and she told me precious little. That is, she had no motivation to fake this, at least not in terms of public attention or potential wealth. A pseudoskeptic might insist that she got an internal boost to her self-esteem simply by fantasizing a connection with someone significant, but I think that in that case she would have talked a great deal about it and made sure everyone was aware of her new importance.
If she did produce actual, coherent documents in foreign languages, it would have been fascinating to study them. I never got a chance to see anything of that nature; we were never physically in the same place while that was going on. I supposed she destroyed all the writings. She did not have the scientific or historical interest in the phenomenon that I would have had. Alas.
Filed under channeling, spirit communication
Tagged as automatic writing, channeling, Erasmus, spirit communication, spirit guides |
The Changemakers: American-Indian Couple On The Global Climate Change Movement
- Varun Sivaram and Laxmi Parthasarathy talk to Aindrisha Mitra about their active advocacy of climate and social reform as next-generation innovation leaders, and how these connect them both
Aindrisha Mitra
It wouldn’t be inaccurate to say that 33-year olds Varun Sivaram and Laxmi Parthasarathy make a good team as both life partners and sustainability crusaders in their respective domains of influence. This young, dynamic American-Indian couple is working to devise long-term, impactful solutions for local communities, which are crucial to the global climate change movement.
For better context, Dr Varun is a physicist and clean energy technology expert currently serving in U.S President Joe Biden’s administration as the Senior Director for Clean Energy and Innovation to Secretary John Kerry, the US Special Presidential Envoy for Climate. A Rhodes and Truman scholar, Varun has been chosen by MIT as one of the top 35 under 35 innovators for designing new public policies to promote clean energy. Forbes 30 under 30 and TIME100 Next most influential people of 2019 are some other prestigious lists he made a place in.
Laxmi Parthasarathy is the Chief Operating Officer (COO) of Global Press—an international, women-led, non-profit news organisation that builds independent news bureaus staffed by local women reporters in under-covered parts of the world. She is a distinguished Pierre Elliot Trudeau Foundation Mentor, and has authored a chapter in the book, Kamala Harris and the Rise of Indian Americans, that released last year.
A PAIR WITH A PURPOSE
That two heads are better than one finds a whole new meaning in the relationship shared by the duo. Laxmi, who’s from Toronto, Canada first met Varun at the ballet at the Kennedy Center in Washington, and both felt a spark as they bonded over their unique experiences and vision for a better future. Their South Indian backgrounds, common traits of family-centeredness, kindness and empathy helped deepen their bond over the last six years, translating into a recent marriage.
For public figures with distinctive profiles and remarkable portfolios, the couple comes across as humble, candid and good-humoured. Despite juggling various roles in the areas of academia, policy advisory, entrepreneurship and publishing, Laxmi and Varun’s focus on the causes they believe in and share a passion for, has remained unwavering.
ON MAKING MOVES THAT MATTER
Varun, who has previously worked as Chief Technology Officer (CTO) at ReNew Power, India’s largest renewable energy company, is quick to point out the ambitiousness of India’s sustainability goals against climate change. Political action is indispensable to address climate crisis and the sustainability issue at an individual level, he believes.
Also, it may not be enough to only switch to clean energy but it also needs to become affordable and a reliable source of power. Clean energy distributed through the installation of solar panels on household rooftops and micro-grids to support communities could become a cheap, accessible and sustainable means to meet India’s energy needs. As a bonus, it will also drive the economy.
In Varun’s opinion, the India-US partnership is pivotal in bolstering climate action agendas and a clean energy revolution. He also plays a crucial role in the ‘First Movers Coalition,’ newly launched by the US State Department, in collaboration with 35 large corporations to commercialise emerging clean energy technologies and accelerate adoption in private sectors globally.
Laxmi Parthasarathy and Varun Sivaram in Washington D.C., US
ON RESPONSIBLE REPORTING
Global Press, where Laxmi co-leads the show, is a 16-year old enterprise with a network of more than 250 reporters from 40 communities covering economy, human rights, and climate change and its impact on local communities. The organisation is committed to ethical, accurate, and inclusive journalism by building representative news bureaus worldwide. To probe the long-term consequences of climate change-induced natural disasters and catastrophic events on local communities in countries such as Mongolia, Puerto Rico, Zimbabwe, Zambia and others, local reporters track these stories relentlessly for months on end and even years after the event has taken place. Laxmi cites an example of a Global Press Journal story by Lilette Contreras, on innovation and damage control around climate change in Mexico’s Chihuahua, where corn cultivators collaborated with cattle farmers to sell corn stalks to feed livestock instead of burning them as they would traditionally do. This significantly lowered the carbon emissions in the region, reduced air pollution, aided in waste management, and saved cattle that would have otherwise starved during a drought. Over ‘parachute journalism’, Laxmi supports in-depth and responsible storytelling, which has reporters in areas facing earthquakes, tsunamis, floods, cyclones for a short period of time. “We need more local reporters tracking the prolonged impact of these natural disasters on communities who are equipped with the required resources to cover complex climate stories,” she explains.
ON AN INCLUSIVE NEWS CULTURE
Various studies have found a co-relation between the people reporting a piece of news and the ones being reported on. Unique source access, language efficiency and a balanced reporting style are some of the organisation’s key focuses while telling a story. For instance, the sex workers in Uganda have been a community disproportionately affected by the coronavirus pandemic. It is only through building trust and meaningful equations with the affected parties that the reporter became a conduit for eye-opening, sensitive inside details on the lives and conflicts faced by the underrepresented, marginalised group.
Laxmi Parthasarathy at the International Women’s Conference in Vancouver, Canada
WHERE DOES THE BUCK STOP?
Change in diet behaviourism in terms of plant-based protein intake, lab-engineered yet tasty food supplements, conscious and mindful lifestyle choices, recycling and conservation of resources and energy are few recommended ways to do one’s bit when it comes to climate action without making huge personal sacrifices, Varun suggests. Similarly, battery-operated, electric rides could go a long way in mitigating pollution troubles.
Finally, amassing a larger consciousness can be a headstart in gearing towards climate action. One may also choose alternative, intersectional career paths in media, science, innovation and technology and tap into a well of opportunities these streams have to offer.
Laxmi weighs in to say that representative global newsrooms with precise, consequence-driven reporting of innovation and sustainability around climate change can help set the benchmark for quality journalism in the future. To ensure the safety of reporters and mitigate risks while they are at work, Global Press has a dedicated ‘Duty of Care’ programme in place prioritising physical, emotional, digital and legal security for journalists operating in challenging areas.
Photo credits: Malie Osborn
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The steps to a Personal Injury Auto Accident Case
A car accident can happen at any moment and it can change someone’s life forever. Some accidents are small and only cause damage to the vehicle. However, some are more serious and when a person is injured, that is when a personal injury attorney can come into play.
The first step of the process, if you do not need to go to the hospital, is to have an investigation of the scene. This would include taking pictures of the damages to the vehicles, taking down the names and insurance information of the other driver. It is always a great idea to call the police so they can come down and file a report as well. They will be able to fill out information themselves but it is also important that you take your own pictures of the scene just in case they miss anything. If the accident occurs in a busy area, take a look around to see if there are any video cameras that might have caught the accident on film. If you do need to seek medical treatment, it is important that you tell the doctor everything so you can be treated right. If you need to maintain medical treatment, make sure you continue to go. If insurance companies see a gap in treatment, it could show that your injury was not that serious and you are healed, this will hurt your case.
After the accident, you should also immediately contact your insurance company so they can file a claim. The insurance company will be able to either help you get your vehicle fixed so it is drivable again or pay for the total loss of the vehicle. Even though the accident was not your fault, the insurance company has the means to help you fix everything so you do not have to pay a lot of money out of pocket as long as you have collision insurance with your policy. Your insurance company will then seek reimbursement from the driver at fault’s insurance company. Oftentimes, the other driver’s insurance company will contact you to get a statement about the situation. It is not in your best interest to provide any statement to them. More than likely they will try to get you to agree to a lesser amount than you are really owed because they do not want to pay as much.
The next step would be to contact a personal injury attorney to help you with your case. The attorney will do most of the work for you and remain in contact with you to make sure you are keeping up with the medical treatments and doing everything necessary to win your case. It is important to keep up with the necessary medical treatment to not only heal yourself, but to collect all the bills necessarily so your attorney can send them to the driver at fault’s insurance company so you do not have to pay for them. Once you are almost back to health, your attorney will start the actual case which will eventually lead to a settlement or appearing in court. Either way, if the accident is not your fault, you should be awarded some sort of compensation for your troubles.
If you or a loved one has been injured in a car accident, let a car accident lawyer in Kansas City, MO, such as from Royce Injury Attorneys, represent you for your case. Contact a law firm today. |
Friday 17 March 2023 / 1:20 am
Northern Ireland’s Longest Serving Firefighter Celebrates 50 Years’
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Northern Ireland Fire & Rescue Service (NIFRS) longest serving Firefighter, Watch Commander Ronnie Nicholl from Antrim Fire Station is celebrating 50 years of dedicated service to the local community. Watch Commander Nicholl was presented with a certificate of recognition from NIFRS at a special presentation night in Antrim Fire Station on Wednesday 28 August 2013, attended by his colleagues and family.
Retained Firefighter Nicholl commenced service at the age of 18 on the 29 August 1963 in Antrim Fire Station. He then took up promotion as Watch Commander for the Retained section in January 1995 and is still enjoying serving his home town of Antrim 50 years later.
Ronnie Nicholl, Watch Commander, Northern Ireland Fire & Rescue Service said:
“NIFRS is a big part of my life and I am so proud and honoured to work for an organisation that plays a central role in keeping our community safe. It has been a privilege to have served the local people of Antrim and beyond over the last 50 years, working alongside such courageous and dedicated colleagues. I’m fortunate to have enjoyed every minute of my career and I have no doubt it has helped keep me physically and mentally young.
“The role of Firefighters has broadened rapidly over the years. Back when I first joined the Fire Service there was no such thing as breathing apparatus and it was mainly house fires we attended. Nowadays we attend a wide range of emergencies such as fires, road traffic collisions, specialist rescues, flooding incidents and collapsed buildings.
“I would like to thank all the colleagues I have worked with over the last 50 years and my family and friends for their support and patience for when my beeper goes off.”
Gary Thompson, Area Commander, Northern Ireland Fire & Rescue Service said:
“With over 5 decades of service in protecting the local community, Ronnie is an asset to NIFRS and his many years’ experience attending countless emergency incidents and combined with his open friendly nature make him someone that others naturally turn to for help and advice. “Ronnie is a true professional, a great ambassador for NIFRS and is a mentor to the other Firefighters. He has a strong team around him and that is testament of his hard work and dedication to NIFRS and the people of Antrim.“I thank Watch Commander Ronnie Nicholl for his contribution to making our community a safer place.”
Chris Kerr, Chief Fire Officer, Northern Ireland Fire & Rescue Service said:
“Ronnie’s 50 year service is a fantastic achievement and he has certainly witnessed many changes and developments within the organisation over those years. Ronnie’s love for the job is clear to see; he cares for the people he works alongside and for the people in his local community. He should be very proud of his 50 year service and, on behalf of all his colleagues in NIFRS, we wish him well for many more years to come.”
Funds approved for new Waterford City Fire Station
New Year Boosters |
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The Complete Works : Essays, Travel Journal, Letters by Michel De Montaigne
Humanist, skeptic, acute observer of himself and others, Michel de Montaigne (1533—92) was the first to use the term “essay” to refer to the form he pioneered, and he has remained one of its most famous practitioners. He reflected on the great themes of existence in his wise and engaging writings, his subjects ranging from proper conversation and good reading, to the raising of children and the endurance of pain, from solitude, destiny, time, and custom, to truth, consciousness, and death. Having stood the test of time, his essays continue to influence writers nearly five hundred years later.
Also included in this complete edition of his works are Montaigne’s letters and his travel journal, fascinating records of the experiences and contemplations that would shape and infuse his essays. Montaigne speaks to us always in a personal voice in which his virtues of tolerance, moderation, and understanding are dazzlingly manifest.
Donald M. Frame’s masterful translation is widely acknowledged to be the classic English version
Number of Pages: 1376 |
Six Things You Need to Know About Getting a Job After High School
By : admin Jul 16, 2018 | 3:17 pm
Job HelpJob Search Tipsjobs
After the graduation celebrations are over, it’s time for you to find a job and join the real world. It sounds easy, but in reality, it can be difficult to know where to begin when you have spent years in school.
Find a Job Today!
Everyone is in the same boat, but this also means that there is competition out there for jobs. Lots of it. So, there are going to be some things that you have to do to secure your dream job in Denver. Let’s find out what they are!
Don’t Use the Same Resume
We all know that it is quick and easy to send out the same resume when you are applying for loads of jobs at once. But, the truth is this will not land you the job you really want because you are not showing your best attributes properly.
You have got to make some extra effort to grab your employer’s attention. This means that it is better to change your resume for every job you apply to and personalize it to suit the job opening that you want. What’s more, some employers use software to scan your resume looking for keywords that they want, so if you can personalize your resume and break down the job description to include skills into your resume, this will work in your favor.
Look for Job Postings Everyday
To stay on top of all the job openings that are coming up that interest you, you have got to look every day across a variety of websites. The best time to apply is within the first 48 hours of it going live, so you need to make sure you put your best foot forward. Apply for openings straight away and check online and your emails regularly so that you can stand out from the crowd and beat your competition for jobs in Denver!
You don’t have to sit around and wait until you get a response from your applications. You can go out and find some experience in the meantime and be productive. This way you can have more experience to add to your resume, whether this is volunteering and doing charity work or working as an intern. Everything helps!
Start Networking
Networking can be a great way to find a job after high school. There are opportunities to socialize with people through being graduates and you can reach out to any contacts that you already have. Sometimes it can be who you know and not how much you know that can land you your dream job!
You can start practicing your interview techniques before applying for jobs in Denver. There is no such thing as being too prepared when it comes to interviews and it is best to be able to have answers for all possible questions before you go into that room and become nervous. This means you can build up your confidence and be organized in advance.
Find References
It is often hard to find references when you need them the most. So, it is in your best interest to keep in touch with the references that you will want to coworkers, managers and supervisors – literally. |
Homepage of Tel Aviv University > Faculty of Social Sciences > Students > Student information > Faculty Regulations for Research Students
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M.A. in Migration Studies
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The Faculty of Social Sciences offers a doctoral research program. Registration and admissions are handled by the different departments.
PhD studies are divided into two parts:
Stage I Research Student—Supplementary studies, qualification exam (if applicable to specific department), selecting an advisor, approval of academic program, approval of members of the accompanying committee (if applicable to specific department), and preparation of PhD research proposal.
Stage II research Student—Research and writing of dissertation.
A student seeking acceptance to the PhD program will approach the research student committee in his or her department. This committee makes recommendations about accepting students to the research program, the contents of the study program, the selection of advisor/s, the composition of the accompanying committee, etc. This committee also makes recommendations regarding approval of the research proposal at the end of Stage I.
The department committee makes its recommendations regarding acceptance to Stage I and Stage II. These recommendations must be approved by the division committee, and if these decisions are not appealed, the committee presents its recommendations to the university committee. The university committee approves acceptance of the student to Stage I and Stage II.
The university research student committee sends students official notices of acceptance and completion of studies as appropriate.
There are two PhD study tracks: The regular track and the direct track. The accompanying committee procedures apply to both.
Direct Track
1. Terms of admission for Stage I students
Student eligible to apply:
1.1 Applicants with an MA from an academic institution recognized by the CHE, with a minimum average grade of 85, and an MA thesis with a minimum grade of 85. Some departments in the faculty have more rigorous admissions requirements.
1.2 Applicants with an MA from an academic institution recognized by the CHE, or from a recognized university in Israel or abroad, with a minimum average grade of 85, without a final thesis paper, may be accepted after completing the academic tasks required by the department committee. These tasks must include a research paper equivalent in scope to an MA thesis.
1.3 A student complying with admissions requirements who completed his or her studies in a different field will be required to complete a cluster of supplementary courses as determined by the department committee.
2. Requirements of Stage I Students
During the first year of studies, the student will be required to complete 8 - 9 credit hours of required courses, as well as supplementary courses in the discipline, determined on an individual basis, as determined by the department committee. Certain departments also require that the student pass a qualification exam. All courses must completed with a minimum grade of 85. Before the end of the first year the student must also submit his or her research proposal, signed by the intended advisor.
In special cases the division committee will allow a one-year extension, if the division committee so recommends.
Requirements of Stage II Students
3. Working with the Advisor
All students must comply with the guidelines determined by the supervisor.
4. Annual Progress report
The student must submit an annual progress report to the advisor. The advisor will sign the report and forward it to the division committee.
5. Duration of Studies and Research
The student must submit his or her PhD thesis within five academic years from the date he or she was accepted to stage I studies. This includes students provisionally accepted. Any exception to this timeframe must be approved by the division committee. No PhD thesis may be submitted less than one year from the date the research proposal was approved, unless the division committee has made a recommendation and the university committee has approved the recommendation.
6. Partial Publication
Pending advisor approval, a student may publish part of his or her research while it is ongoing.
7. Language of Submission
The PhD thesis will be submitted in Hebrew and will include an English abstract, equivalent to 5% of the scope of the paper. The division committee may approve submission of the thesis in a foreign language. In this case, the paper will include a Hebrew abstract, equivalent to 5% of the scope of the paper.
8. Oral presentation of the proposal and the final paper
To enrich academic discussion, the department committee encourages PhD students to present their research proposals and their final research in open forums, such as the departmental seminar.
Direct Track and Provisional Direct Track
Not all departments have a direct track program.
9. Terms of Admissions for Provisional Stage I Students
9.1 Students with an outstanding academic record from their BA studies from a CHL recognized institution of higher learning with a minimum final grade average of 90 may apply for admission to this track. Applications should be submitted to the department committee, who will then forward them to the division committee.
MA students who comply with these conditions who have not applied for the direct track may do so during their first year of studies.
9.2 Students with an outstanding academic record who have completed at least half of all course requirements by the end of the first year of the MA program, including required first-year courses, with a minimum grade average of 90, may apply for the direct track. The division committee may or may not approve a request for admission to the direct track, as per their discretion.
10. Requirements of Direct Track Students and Provisional Stage I Students
10.1 Course Requirements
Students in the direct track must complete at least two thirds of the course hours required for MA and PhD studies. Each department determines the exact number of required course hours. The student must complete at least half of the required course hours before completing provisional Stage I studies. The remaining course requirements must be completed by the end of the third year of PhD studies.
10.2 Students in the direct track must complete all course work with a minimum grade average of 85.
10.3 Toward the end of the second year of studies, the department committee will assess the student's achievements and proficiency and will decide whether or not to approve continued studies in the direct track.
10.4 Date for submitting the research proposal
10.4.1 Students accepted to the direct track as per item 9.1 must submit their research proposal no more than three years after beginning their studies.
10.4.2 Students accepted to the direct track as per item 9.2 must submit their research proposal no more than one year after beginning their studies.
10.5 Qualification Exam: A provisional Stage I student who has completed his or her studies to the satisfaction of the division committee, must take a qualification exam to assess his or her knowledge of the field of expertise and his or her ability to conduct independent research. The department committee will determine the date of the exam, the scope, its contents and form, and the specific examiners.
11. Approval of research proposal
11.1 Once the assessment of the judges has been submitted:
11.1.1 If no corrections are necessary, the department committee's recommendation will be forwarded to the division committee for approval.
11.1.2 If corrections are necessary, the division committee will be so notified, and the student will be allotted four months to make the necessary changes.
The department will forward the proposal to the division committee with a recommendation to approve or reject the proposal, within one year from the date the proposal was returned to the student for corrections.
11.1.3 Once the assessment process has been completed, two copies of the proposal will be forwarded to the division committee. All letters written to the department committee regarding the proposal should be included.
The division committee will examine the assessments. If deemed necessary, the committee will forward the proposal for further assessment, to either an internal of external judge.
11.1.4 Conditions for rejecting a research proposal
No research proposal will be dismissed without allowing the intended advisor the opportunity to express his or her opinion regarding the reasons raised for rejecting the research proposal.
Once the research proposal has been approved, and other requirements as per department have been met, the MA degree will be awarded as part of the direct PhD program.
Accompanying committee for PhD students
The regulations for the accompanying committee (see below) applies to the following departments in the faculty since March 2009: Psychology, Political Science, Sociology, Economics, and Labor Studies.
Definitions: Accompanying committee—as defined in section 12.4 below.
12. Requirements of Stage I students and establishing the accompanying committee
12.1 Upon acceptance to the PhD program, or as soon as possible during the first year of studies, the department committee will determine the student's advisor/s. The advisor must be at least a senior member of the faculty in the student's department of study.
12.2 Stage I students must complete 8 credit hours in the first year, in addition to completing all required supplementary courses and any other department requirements (for example a qualification exam). The department committee will approve the student's curriculum.
12.3 When the advisor has been appointed as per section 12.1, and no later than during the writing of the research proposal, the advisor together with the student and the department committee, will recommend members for the accompanying committee. The advisor will head the accompanying committee, and the committee's final members will be approved by the department committee and the division committee.
12.4 The accompanying committee will include, in addition to the advisor, between two to four members. The advisor will determine the number of committee members, in accordance with the topics covered in the research. Appointment to the accompanying committee must ensure:
A. Committee members will be Tel Aviv University faculty members or members of another research university with a similar or higher academic reputation in Israel or abroad.
B. At least one member of the committee will be a faculty member in a different department or a different university.
C. All members of the committee will be at least senior faculty members, in the standard track.
D. Should the division committee so approve, one member of the committee may be in the regular track, or a senior faculty member or above in the parallel or the accompanying track. This group may also appoint faculty members from other academic institutions in Israel or abroad. The university committee will be notified through the protocol of the division committee meeting.
E. The department committee will approve the accompanying committee members as per the above, and the final composition will be submitted to the division committee.
F. All committee members will declare (on a standard form) that they have no familial or personal relation to the PhD student and that they have no non-academic interest in the PhD thesis or the PhD student. The declaration will include a commitment to act as an active committee member, as required by regulations.
13.1 Together with the advisor, the student will write the research proposal while consulting all accompanying committee members, and will submit the written proposal to the committee. While writing the proposal, prior to submitting said proposal to the committee, the student will meet at least once with those committee members that are in Israel, without the advisor.
The accompanying committee will convene and evaluate the student. At least three committee members will participate in this evaluation. If a committee member should be absent, he or she will forward a written judgement of the proposal referring to the points below, before the date of the exam. After the exam, the committee members will summarize their conclusions and decide:
If the student exhibits sufficient proficiency in the research topic and in related fields
If the student exhibits sufficient proficiency in research tools and relevant research methods
If the research proposal is appropriate for the PhD degree
If the student is capable of conducting the necessary research
To approve the student’s continued studies and research as per the proposed plan
To approve the continued research, after attaining the terms detailed in the evaluation.
To submit a new research proposal, subject to a second evaluation
To cease the student’s studies toward the PhD in this framework
13.2 It is recommended that once the student has made the required corrections as per committee members’ recommendations, the student present the proposal in a department seminar or other academic forum (in the department of Psychology PhD students are required to present their proposal in the PhD seminar).
13.3 Once the accompanying committee has approved the research proposal, the student will submit a copy to the department committee. The advisor will include the committee’s evaluation of the research proposal, and will summarize the accompanying committees work process up to this point (its comments, the student’s response, changes that were made). Members of the accompanying committee will sign this evaluation, and if a committee member is so interested, he or she may add a separate evaluation. The department committee will approve the research proposal, ensure that the student has completed all requirement as stated in section 12.3 and 13.2, and will forward a copy of the research proposal and the report written by the head of the accompanying committee to the members of the division committee, together with a recommendation to approve or reject the completion of stage I studies. The division committee will exam the material and decide whether or not to approve completion of stage I, and will forward this recommendation to the university committee for final approval.
13.4 In the regular track, a period of one year is allotted for stage I studies. In the direct track, a period of two years is allotted. If necessary, the division committee may offer a one-year extension, if recommended by the department committee. Once the proposal has been approved, the student will enter stage II of his studies.
Requirements of Stage II Students and Assessment of Thesis
14. The advisor and the accompanying committee will accompany the student while he or she is conducting research and writing the thesis. The student will comply with the advisor’s instructions.
15. Any change in the committee must be approved by the department committee and the division committee. When appointing a new committee member, the composition of the committee must remain as detailed in section 12.4 above.
16. The student will submit a written progress report, the goal being to inform the committee members of the student’s progress or any difficulties encountered. This report will be submitted no later than two years after the proposal has been approved. The committee will approve the report and forward it to the division committee. In addition, should any committee member request, a symposium will be held regarding the progress of the research, and the accompanying committee will submit a report detailing its conclusions and the recommended changes. Committee members are expected to raise their reservations or suggestions for alternative methods as early in the process as is possible. Should the accompanying committee not be in agreement regarding the suitability and the quality of the research, and committee members find themselves unable to reach an agreement about the necessary changes, these differences of opinion will be raised in the division committee. The division committee will decide on the best course of action in each case. Unrelated to the above progress report, each department will have a follow up procedure in which the advisor approves continuation of the research. A copy of this report will be forwarded to all members of the accompanying committee.
17. The student must submit his research thesis within five years of being accepted as a stage I student. The division committee must approve any deviation from the timetable. No thesis may be submitted less than one year from the date the proposal was approved, unless otherwise recommended by the department committee, and this recommendation has been approved by the division committee and the university committee.
18. The student will publish extensive excerpts from the research in peer-reviewed journals as much as his or her academic progress allows. In addition, the committee and the student will strive to construct the thesis in the form of a collection of articles, as per the existing university regulations and requirements, or that the thesis be written in a format suitable for academic publication. Nonetheless, not publishing the paper will not adversely affect the academic assessment of the thesis as a PhD thesis.
19. Based on the progress and the development in the research and in achieving the pre-determined goals, the accompanying committee will determine when the doctoral student may submit his or her thesis. The committee may recommend the thesis be submitted following the progress report, but no later than five years after beginning the research.
20. The research paper will be written in Hebrew. The division committee may approve submission in a different language. In this case, the paper will include an abstract equivalent to 5% of the thesis in scope in both Hebrew and the language of the thesis.
21. Once the thesis is completed, and with the advisor’s approval, the paper will be submitted to all members of the accompanying committee and a date will be scheduled for the student to defend his or her thesis. As a rule, the chairperson of the accompanying committee will have committee members sign a form ascertaining that they have read the final version of the thesis, approve the research chapter, and consider the thesis worthy, following the necessary corrections and changes, of being considered a PhD thesis. In addition, all committee members will add to this form a written evaluation of the thesis by the date of the defense. Afterwards the thesis will be submitted to the division committee and they will forward the thesis to an external judge (external to the university, according to university regulations for the accompanying committee), who was not involved in the advising process. This judge will maintain anonymity and submit his or her evaluation by the date of the defense. If the judge wishes, he or she may participate in the defense process. The judge will be notified of the date when the thesis will be submitted, and of the date of the defense, and will confirm his or her ability to comply with the schedule. Comments by the external judge will be forwarded to the students and to the advisor before the defense, and the student and the committee will respond to said comments during the defense.
A. At least three members of the accompanying committee will attend the defense (if a member is unable to attend, he or she will forward a written report to the head of the committee). Notification of the date of the defense will be given to the division committee, so that an observer on their behalf may attend. Following presentation of the research, the accompanying committee members will summarize their conclusions and:
approve the thesis as it has been presented.
require additional research or corrections that the advisor is authorized to approve, without re-submission of the thesis.
conduct a second defense after the thesis has been edited.
conclude student’s studies without awarding the degree.
B. After the necessary corrections required by the members of the accompanying committee have been completed, the committee will approve the PhD thesis by having all committee members personally sign a page to be included at the beginning of the paper, stating that the thesis complies with all academic criteria, and justifying the conferring of the PhD degree. Any committee member not present during the defense will forward a written evaluation of the thesis by the date of the defense, and will sign the final authorization, after corrections have been made.
C. The committee chairperson will forward a copy of the thesis to the division committee. The committee chairperson will include a summary of the committee’s evaluation of the thesis, the defense, and to the changes made following the comments of the accompanying committee. This summary will be approved and signed by all committee members.
D. Corrections requested by the external judge will be made at the same time and will be approved by the accompanying committee chairperson. It should be noted that university regulations allowing for anonymity apply to the external judge, and he or she submits the evaluation to the division committee and then re-evaluates the thesis if necessary.
E. After examining the reviews of the accompanying committee and the external judge, the division committee will decide whether or not to accept the thesis. Should the division committee decide to accept the thesis, they will forward it to the university committee.
F. Once the paper has been approved by the division committee, the paper will be presented to the departmental seminar or any other forum to be determined by the departmental committee. Notice of the presentation will be forwarded to all faculty and to all research students in the faculty.
22. As per the university senate decision from February 1, 2010, no PhD thesis will receive the grade “excellent.”
23. Guidelines for Submitting the PhD thesis
Information regarding financial aid is available for photocopying and binding the thesis from the Research Students Office at 03.640.8161.
Some departments require the student to submit four hard copies of the thesis, and some require the student to submit only two copies. Please verify specific requirements with your department.
The thesis will be temporarily bound, allowing for the insertion of changes and corrections, should this be necessary. The Social Science PhD thesis will be no longer than 100,000 words, including the bibliography. The thesis may be printed double-sided provided the paper is heavy enough not to affect legibility. The thesis will include an abstract in Hebrew and in English, which will not exceed 5% of the scope of the thesis.
The following documents must be submitted:
The student will submit three copies of an abstract of the thesis in Hebrew and in English. The advisor/s must sign one copy of the abstract. The abstract will not exceed three pages in length. The name of the student and the subject of the thesis will appear at the top of the page.
A list of publications
The student’s CV
The student must make sure his or her files include authorization of required studies.
After the university Senate approves the conferral of the PhD degree, the research student will be required to submit two additional bound copies of the PhD thesis, together with a CD.
Instructions for final editing of PhD thesis
Hebrew cover page
The first line should be centered and say “Tel Aviv University.” (no quote marks) The line below this should (centered) say “The Gershon H. Gordon Faculty of Social Sciences.” (no quote marks) The next line (centered) should say “The Department of XXX.” (no quote marks) The thesis title should appear ten lines below that (centered and bold). The student’s name should appear two lines below this (centered). The sentence [This thesis is submitted to the Tel Aviv University Senate in partial fulfillment for the PhD degree.] should appear at the bottom of the page (centered). The month/season and year of submission should appear at the bottom of the page, flush right (e.g. August 2002, or Spring 2003).
The first page of the paper should be a replica of the cover page.
On the next page, ten lines from the top of the page, will appear the name of the advisor/s thus: The current research was conducted under the advisement of Prof. John Doe. The names of the members of the accompanying committee will appear thus: Names of the members of the accompanying committee.”
The following page, reserved for thank yous, is optional.
The following pages (optional) should list the names of the tables, noting the page numbers on which they appear.
The following pages (optional) should list the names of the illustrations, noting the page numbers on which they appear.
The following page will list the table of contents. The main listings are the abstract, the introduction, methodology, results, and discussion. You may go into further detail in each section. Each separate experiment must appear in the table of contents.
The abstracts, in Hebrew and English will summarize the research claims and conclusions. The abstract will be numbered separately using Hebrew letters or Roman numerals. Official page numbering will begin with the introduction.
In the body of the paper: table titles must appear above the table, illustration titles must appear below the illustration.
Sources in the bibliography and in the body of the paper must appear as per the accepted method in the department.
The back cover of the paper must be in English, in the exact same format as the Hebrew cover page.
The last page of the paper is an exact copy of the back cover.
The page before the last will include the advisor’s name in English, in the English version of article 3 above.
If the paper is in English (following approval), language instructions will be reversed. Only the back cover, the page before the last including the advisor’s name, and the abstract, will be in Hebrew.
Do not include an article as is in the paper. You may add articles that have been published, or accepted for publishing, as an appendix to the thesis.
If the research results are presented in several chapters, do not repeatedly describe the methodology in each chapter. Similarly, do not include a bibliography at the end of every chapter. This should appear in full at the end of the thesis.
Submitting a PhD Thesis Composed of Articles
At least three original research articles (not review articles) have been published or accepted to be published in leading journals in the field, which conduct assessment processes.
The student has made a significant contribution to the articles, he or she appears as the first author in these articles (unless names appear alphabetically, or the advisor is listed first).
A thesis composed of articles may include one article in which the student’s contribution is equal to that of the other authors.
An article with several research students as authors may appear in the thesis of two students only, on the condition that each student including the article in his or her thesis made a separate significant equal contribution to the research.
Only articles published or accepted for publication after the student was accepted as a Stage I research student that are related to the research topic as approved in the research proposal may be included.
Submitting the Request
The request to submit a thesis composed of articles will include letters of explanation written by the student and the advisor, together with a copy of the articles.
1. The student’s letter will refer to the following:
A detailed description of the articles and where they were published, or accepted to be published. (A letter of acceptance from the journal must be included for articles not yet published.)
The order of appearance of the articles: how they create a continuous and logical work and answer the research hypothesis.
Additional chapters of results not appearing in the articles that should be included in the research paper.
2. The advisor’s letter will refer to the articles and the student’s part in each article as follows:
A. the student’s contribution to the research and to the writing of the article.
B. the student’s unique contribution to the article, when an article in the thesis has been written by an additional author who has made an equal contribution.
C. the quality of the journals in which the articles have been published. The rating of the journal must be included, along with the impact factor as listed in the Web of Science.
3. Recommendation of the division committee—The division research students committee will consider the request made by the student and the advisor. On approval of this request, the division committee will advise the university research students committee to allow for the submission of a PhD thesis composed of articles. The division committee will refer to the quality of the journals in which the articles were published.
Structure of PhD Thesis Composed of Articles
Once all studies and research have been completed, the student will submit the thesis composed of articles to the division committee in the following format:
1. An introduction which will refer to the following:
a broad review of the general field of research and a presentation of the research goals.
a general review of the articles and the contribution of the work to the general field of research, the connection between the articles and how they create a continuous and logical piece of work.
if the work is experimental in nature, a description of the research methods not described in the articles, and if necessary, a more detailed description of the work methodology, including methods included in the articles.
2. The chapter of articles will include the articles, arranged according to order of research, when they are a single integrative research unit.
3. Additional results can be included in an additional chapter that includes additional relevant findings found by the student during research.
4. Discussion and Conclusion, as accepted in the field, will include
a general and broad discussion of the research results and their significance.
the significance of the results as presented in the article
highlighting of the innovations and their contribution to the field.
5. A list of sources for the introduction and the conclusion, and other sources not included in the articles.
Language of the research paper
A PhD thesis composed of articles will be written in one language. It is to be submitted in accordance with item 76 of the university regulations. If the paper is submitted in English, a Hebrew abstract must be included, as required.
Evaluation of the paper
The evaluation process of the PhD paper composed of articles is the same as the process for other theses, as per item 77 of the university regulations. Nonetheless, because the format of this paper is unusual, a short explanation for the judges will be included. The judges will also receive a letter from the advisor detailing the student’s part in the articles.
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KUKA – All that moves in automation
Compared with other technical inventions, the robot is still comparatively young. The first industrial robot in the world was not installed until the middle of the 20th century. Following the hydraulic robots that were generally produced in Japan, the first electrically driven and microprocessor controlled robot came onto the market in 1974. KUKA made the quantum leap in the development of industrial robots in 1996.
Design of a six axis KUKA robot
This was when the first PC-based controller developed by KUKA was launched. This launched the age of “true” mechatronics, characterized by the meticulous interplay of software, controller and mechanism. All that moves in automation comes from KUKA. Whether in logistics, the plastics or metal industries, medical technology or in the entertainment sector – KUKA robots are in use practically everywhere.
Robots are increasingly contributing to the optimization and flexibilization of vehicle production in the automobile industry. Here they mainly take on tasks such as welding, painting and bonding. If they are fitted with special dirt and heat-resistant foundry equipment, they can even work as an intelligent assistant in the manufacture of engines in the foundry. Over 1000 robots are active in the production of a car model in a car plant. So 4000 units are not unusual in a large plant. Robots score over their human colleagues with their economical production processes, reduced costs, higher output and constant quality. The more rotational and translation axes a robot has, the greater is its mobility. Current models with six axes are able to grip and handle almost any position in space. The robot is programmed by the controller. Its movements are executed by the interplay of the various axes. The tool required (e.g. a welding gun) can be mounted on the robot‘s hand at the end of the robot‘s arm. One drive on each axis is responsible for the movement of the axes. It consists of a motor, gearbox and controller.
KUKA series 2000 robots are used in the automotive industry for spot welding body panels, among other tasks. This process joins two thin metal panels together. A continuous weld is not required. An electric current concentrates high energies on a small area of a workpiece. High pressure then creates an unbreakable joint. The entire process takes only a fraction of a second, is easy to handle, requires no other materials such as gas or wire and can be automated without problem. However, the weld points must always be accessible from both sides. This is child‘s play for KUKA robots, as the welding gun almost becomes a seventh robot axis and so the movement of the gun and the robot are programmed and operated synchronously.
Almost all KUKA robots have six axes and therefore also the same number of transmissions, each of which are lubricated with 15 to 17 litres of synthetic gear oil. The oil is changed every five years or after 20,000 hours of operation. In the automotive industry, this operation is generally performed directly by the vehicle manufacturer‘s own service engineers. As the capacities of the transmissions are not very great, there is frequently no routine lubricant analysis for all transmissions. Yet the oil is subjected to high loads. The robots are in continuous use. Their movement is jerky and thus generates shocks in the transmission. The average temperatures in the transmissions is around 80°C. It is accordingly important that only lubricants recommended by KUKA are used. Only those gear oils that KUKA has previously thoroughly tested in practical tests supported by oil analyses are approved. Consistent performance by the lubricant ultimately contributes to reliability of production and the service life of the transmissions.
The screening of gear oils clearly illustrates the high priority oil analyses have in KUKA‘s quality assurance. The ambition is to replace the gear oils in the robots with lower friction lubricants changing from mineral oil-based gear oils to synthetic lubricants to achieve longer oil change intervals and to improve efficiency.
To this end, samples from more than 1000 robot transmissions were analysed by OELCHECK before it was possible to approve the synthetic gear oil for long-term use. – An impressive example of the great care that KUKA Roboter GmbH takes with its quality assurance.
OELCHECKER Summer 2010 |