This referral platform agreement (the "Agreement") is between the entity accepting this Agreement ("Platform") and Payrix Solutions, LLC dba SplashPayments ("Company").
Platform is in the business of providing services ("Platform Services") to merchants (each a "Platform Merchant"). Company, together with Bank, is in the business of providing payment processing services ("Merchant Services") to merchants pursuant to agreements with each of them (each a "SplashPayments Terms of Service" and each such merchant a "Merchant"). Platform wishes to refer Platform Merchants to Company hereunder so that they might become Merchants and the parties hereto wish to integrate their respective platforms in order to assist in their respective clients accessing data and information from the others' platform. At the end of this Agreement there is a glossary where the capitalized terms in this Agreement appear.
The Merchant Services are a cloud-based payment processing system by which Company, Bank and Processor serve as an agent for Merchants to process payments on their behalf. Company may also, where requested by a Merchant, perform other services on behalf of Merchant as per the terms of the SplashPayments Terms of Service. Company makes no representation as to whether Bank or Processor will make Merchant Services available for Platform or its Merchants. With respect to Merchant Services, each of Bank, Processor and Company have their own distinct underwriting criteria and process which may result in the denial by any of them of the availability of Merchant Services to Platform or Merchants.
In the event that a Platform Merchant or other contact of the Platform may be interested in procuring Merchant Services, Platform will provide the contact information of that Platform Merchant or contact to Company. Each merchant that is referred to Company hereunder and that enters into a SplashPayments Terms of Service as a result of such referral shall be referred to herein as a "Referred Merchant".
Subject to prior consent from each Referred Merchant, for the term of this Agreement and the applicable SplashPayments Terms of Service, Company shall grant Platform access to its Integration such that Platform will be able to deliver instructions and receive information to and from Company for and on behalf of the Referred Merchant that has granted such access. Company makes no representation as to the compatibility of the Merchant Services with the Platform. Any and all instructions received from or information sent to Platform, in respect of such a Referred Merchant, shall be deemed to have been received from or delivered to the Referred Merchant under the SplashPayments Terms of Service. For greater certainty, Platform shall not use the Account or Merchant Services for its own sales or Transactions; it shall, instead, act on behalf of the Referred Merchant in providing certain instructions to Company under the SplashPayments Terms of Service and also receive reports concerning the Merchant Services. Platform shall not grant a fourth party access to the Account. Platform represents that it has obtained consent from the Referred Merchant to perform under this Agreement and deliver and receive instructions for the Account pursuant to the SplashPayments Terms of Service and Platform shall be liable for any defect in such consent. To the extent that Platform delivers instructions to Company that are inconsistent with or contrary to the Referred Merchant's own intent, or if the Referred Merchant indicates that it has not consented to instructions provided by Platform hereunder, Platform shall be liable and shall indemnify and hold Company harmless from any and all related claims or disputes. In operating under the Integration, each party shall be liable for the security of their respective systems. Merchant Services are provided to Referred Merchants under SplashPayments Terms of Services and under this Agreement. The only service provided to Platform hereunder is the Integration.
Platform itself and Platform shall prevent any Referred Merchant from using the Integration, Platform Services or Merchant Services to, directly or indirectly, knowingly or unknowingly assist in any illegal activity or any Prohibited Activity, all of which are listed below in the Glossary.
All of the following Persons are prohibited from using the Integration and Merchant Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have been previously terminated for cause by Company or any of its Affiliates; and (iv) Persons who are not both domiciled and resident in the United States. Platform shall prevent any of the foregoing from accessing the Integration, Platform Services or Merchant Services.
Company shall pay Referral Fees to Platform in respect of Referred Merchants. Where a Referred Merchant is already procuring Merchant Services from Company prior to referral hereunder, the Referral Fees shall be different as indicated on the Site or on acceptance hereof by Platform. Company shall maintain records of Referred Merchant use of the Merchant Services and shall use such records to calculate Referral Fees payable hereunder. Referral Fees shall be paid during the Term hereof so long as: (a) the Term has not expired; (b) Platform is not in default hereunder or under any other agreement with Company or any of its Affiliates; (c) no regulatory agency, such as Visa or MasterCard and no bank or other entity has authority over Referred Merchant, Company or Platform has intervened in any way to prevent the payment of such fees; (d) Company is continuing to receive its residual compensation in respect of Referred Merchants; (e) Platform has itself received the compensation from which Referral Fees are paid; and (f) Referred Merchants are not in default of their obligations under their SplashPayments Terms of Service.
Company shall oblige Merchant to perform and pay Merchant Fees for Merchant Services under the SplashPayments Terms of Service. The amount of Merchant Fees payable by a Referred Merchant shall be determined by Company in consultation with Platform. Platform acknowledges that Merchant Fees are subject to change as per the SplashPayments Terms of Service. Company shall not be liable if a Referred Merchant fails to pay Merchant Fees or creates any other liability under the SplashPayments Terms of Service or otherwise.
Nothing in this Agreement shall reduce the liability of the Referred Merchant under the SplashPayments Terms of Service.
Platform may provide services to Referred Merchant under the Platform Agreement; Company shall have no liability in respect of such services and Platform shall indemnify and hold Company harmless from and against any and all liabilities arising from or in respect of a Platform Agreement, Platform Merchants or their Customers.
Platform shall inform Company of any termination of the Platform Agreement in respect of a given Referred Merchant. This Agreement shall terminate in respect of a given Referred Merchant on any termination of their SplashPayments Terms of Service or their Platform Agreement.
Company has the right to terminate this Agreement at any time for any reason or for no reason. On any termination hereof, Platform shall immediately be blocked from accessing the Account and with respect to each Referred Merchant. Company may, at its sole and absolute discretion, terminate the Integration or its compatibility with Platform in which case this Agreement shall immediately terminate in respect thereof.
Platform may terminate this Agreement at any time on notice to Company.
All liabilities of Platform that have accrued hereunder prior to termination shall survive termination hereof.
Company reserves all rights not expressly granted to Platform in this Agreement. Company owns the title, copyright and other worldwide intellectual property rights in Merchant Services and the Integraton and all copies of the thereof. This Agreement does not grant Platform any rights to Company's trademarks or service marks, nor may Platform remove, obscure, or alter any of Company's trademarks or service marks included in the Integration or Merchant Services. All comments and suggestions concerning the services of Company provided to Company shall be the property of Company and Platform shall not have any rights therein.
Platform shall indemnify, defend and hold Company, Bank, Processor, Payment Networks, Referred Merchant and all third parties that assist in providing the Integration and Merchant Services, as well as Customers and their respective employees, directors, agents harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (i) any actual or alleged breach of Platform representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of Company policies or the Rules; (ii) Platform wrongful or improper use of the Merchant Services or other services of Company; (iii) Platform violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) Platform violation of any applicable law; or (vi) any other party's access and/or use of Merchant Services or other services of Company with Platform's access code or a Referred Merchant access code given to Platform.
THE SERVICES PROVIDED BY COMPANY HEREUNDER, THE INTEGRATION AND ALL UNDERTAKINGS OF COMPANY HEREUNDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE INTEGRATION IS AT PLATFORM'S OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY PERFORMS HEREUNDER WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
a. COMPANY SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES.
b. COMPANY'S LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED ONE HUNDRED DOLLARS.
c. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED DIRECTLY OR INDIRECTLY BY: (I) AN ACT OR OMISSION OF THIRD PARTY SERVICER, PLATFORM, REFERRED MERCHANT OR THEIR AFFILIATES OR ANY CUSTOMER; (II) PLATFORM USE OF OR INABILITY TO USE INTEGRATION; (III) DELAYS OR DISRUPTIONS IN INTEGRATION OR THE MERCHANT SERVICES, (IV) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE INTEGRATION OR MERCHANT SERVICES; (V) BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE INTEGRATION OR MERCHANT SERVICES; (VI) ACT OR OMISSIONS OF THIRD PARTIES; (VII) A SUSPENSION OR OTHER ACTION TAKEN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WITH RESPECT TO REFERRED MERCHANTS; (VIII) COMPANY'S NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR PLATFORM OR REFERRED MERCHANT DIMINISHED ABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS AGREEMENT OR COMPANY'S POLICIES OR SERVICES MADE IN ACCORDANCE WITH THIS AGREEMENT OR APPLICABLE LAW; (IX) BREACHES BY REFERRED MERCHANT OR PLATFORM OF THIS AGREEMENT OR SPLASH PAYMENTS TERMS OF SERVICE; (X) INCORRECT OR INCOMPLETE TRANSACTION INFORMATION; (XI) REFUSAL OF BANK OR PROCESSOR TO ACCEPT PLATFORM AS A CLIENT OR ANY MERCHANT AS A CLIENT OR THE DECISION BY EITHER TO WITHHOLD OR TERMINATE PROCESSING FOR PLATFORM, A MERCHANT OR ALL MERCHANTS; OR (XII) COMPANY OR ONE OF ITS BANKING OR OTHER SUPPLIERS ELECTING TO SUSPEND PROVIDING INTEGRATION OR MERCHANT SERVICES IN RESPECT OF PLATFORM, A REFERRED MERCHANT OR A CUSTOMER ON THE BASIS OF ITS LEGAL, COMPLIANCE, OR RISK POLICIES.
Arbitration. Company and Provider shall settle all disputes relating in any way to this Agreement or arising from or in respect of this Agreement exclusively by binding arbitration.
a. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND MERCHANT ARE WAIVING MERCHANT RIGHTS TO HAVE MERCHANT CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST COMPANY. All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) ("AAA") according to this provision and the applicable arbitration rules. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Arbitration shall take place not more than 50 miles from the office of the Company before a single arbitrator who is a lawyer practicing commercial law.
b. Governing Law. This Agreement and any dispute arising hereunder shall be governed by New York law without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.
c. Limitation on Time to Initiate a Dispute. Unless otherwise required by applicable law, an action or proceeding by Platform relating to any dispute or claim by Platform hereunder must commence within one (1) year after the cause of action accrues failing which Platform foregoes any rights in respect thereof.
d. Electronic Signature. When provided to Platform for execution in electronic form, this Agreement and all related electronic documents, shall be governed by the provisions of the Electronic Signatures in Global and National Commerce Act (E-Sign). By pressing "Submit", "Accept" or "I Agree", Platform agrees (i) that the Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents and (iii) that Platform has the ability to print or otherwise store the Agreement and related documents.
e. Notices. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be sent by electronic mail to the following addresses, if to Company, if to Platform to the e-mail address indicated on Site or Integration sign-up. Any notice sent in accordance with this Section shall be effective upon transmission and electronic confirmation of receipt, or if transmitted and received on a non-business day, on the first business day following transmission and electronic confirmation of receipt. Any notice of default of Company sent to Company shall also be sent by courier to the address of Company appearing on the Site with proof of delivery.
f. Amendment of Agreement. Company reserves the right to modify the Merchant Services, Integration or change or add to the terms of this Agreement at any time with electronic notice through the Account, or by such other means as it may select, in a manner and at such time as Company deems reasonable. If Platform does not terminate this Agreement following any such change, then Platform shall be deemed to have accepted the change. This Agreement may also be amended by written agreement between the parties hereto.
g. Independent Contractors. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors.
h. Assignment. Platform may not assign or otherwise transfer any or all of its rights or obligations under this Agreement without Company's prior written consent, and any assignment without such prior written consent will be null and void. Company may assign any of its rights or obligations hereunder to a third party on notice to Platform provided that the successor in interest to Company assumes the corresponding obligations of Company hereunder.
i. Performance by Company Affiliates. Notwithstanding anything in this Agreement, Platform agrees and acknowledges that Company may provide some of the Merchant Services or Integration through its Affiliates or other third party service providers. Platform agrees and acknowledges that providing the Merchant Services or Integration through any third party or Affiliate shall not be considered an assignment of this Agreement unless agreed upon in writing and Company shall be the sole entity liable for any provisions in this Agreement which apply to Company.
k. Whole Agreement. This Agreement and its schedules constitute the entire understanding and agreement between the parties and supersedes any and all prior discussions, agreements, promises and correspondence, whether oral or written, with regard to the subject matter hereof or otherwise, including (without limitation) any memorandum of understanding between the parties.
l. Headings. Headings in this Agreement are included for reference purposes only and are not to be used in interpreting this Agreement. The recital and schedules to this Agreement constitute an integral part thereof.
m. No Waiver. No failure, delay of forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof.
n. Severability. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and the unenforceable provision shall be enforced to the maximum extent permissible under law. Nothing in this Agreement shall be construed or be deemed to create any rights or remedies in or for the benefit of any third party.
o. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. A scanned or faxed version of this Agreement shall be deemed as an acceptable original thereof.
p. Survival. Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. For greater certainty but without limitation, the indemnification, limitation of liability and confidentiality clauses shall survive termination hereof.
"Referral Fees" means a commission payable by Company to Platform on consideration of a Referred Merchant being referred to Company hereunder that enters into a SplashPayments Terms of Service. The amount of Referral Fees payable shall be posted on the Site or indicated to Platform on Integration. The amount of Referral Fees shall vary at the discretion of Company without prior notice or consent of Platform.


text:
Conus diadema est une espèce de mollusques gastéropodes marins de la famille des Conidae.

Comme toutes les espèces du genre Conus, ces escargots sont prédateurs et venimeux. Ils sont capables de « piquer » les humains et doivent donc être manipulés avec précaution, voire pas du tout.

Description
La taille de la coquille varie entre 25 mm et 60 mm. La courte flèche est conique et tuberculée. La couleur de la coquille est uniformément brune, lignée de chocolat, avec parfois des maculations blanches longitudinales formant une large bande centrale interrompue, et quelques maculations supplémentaires sur d'autres portions de la surface. La base de la coquille est striée de façon subgranulaire.

Distribution
Cette espèce marine est présente dans le Golfe de Californie, à l'ouest du Mexique jusqu'au Panama ; au large des îles Galápagos.

Niveau de risque d'extinction de l'espèce
Selon l'analyse de l'UICN réalisée en 2011 pour la définition du niveau de risque d'extinction, cette espèce est présente le long de la côte Pacifique, depuis le golfe de Californie au Mexique jusqu'au nord du Pérou. On la trouve également dans les îles Galapagos, les îles Revillagigedo, l'île Clipperton et les îles Cocos. Il n'y a pas de menaces connues. Cette espèce est classée comme étant de préoccupation mineure.

Taxonomie

Publication originale
L'espèce Conus diadema a été décrite pour la première fois en 1834 par le naturaliste, illustrateur et conchyliologiste britannique George Brettingham Sowerby I (1788-1854) dans la publication intitulée « The conchological illustrations or, Coloured figures of all the hitherto unfigured recent shells ».

Synonymes
 Conus (Lividoconus) diadema G. B. Sowerby I, 1834 · appellation alternative
 Conus prytanis G. B. Sowerby III, 1882 · non accepté
 Lividoconus diadema (G. B. Sowerby I, 1834) · non accepté

Identifiants taxinomiques
Chaque taxon catalogué par les bases de données biologiques et taxonomiques possède un identifiant qui permet d'établir un point de référence. Les identifiants de Conus diadema dans les principales bases sont les suivants :
BOLD : 667948 - CoL : 5ZY24 - GBIF : 5193193 - iNaturalist : 292528 - IRMNG : 10245573 - NCBI : 609843 - SeaLifeBase : 75339 - TAXREF : 6334 - UICN : 192361 - WoRMS : 426479

Notes et références

Voir aussi

Bibliographie
 Petit, R. E. (2009). George Brettingham Sowerby, I, II & III : leurs publications conchologiques et leurs taxons mollusques. Zootaxa. 2189 : 1-218
 Puillandre N., Duda T.F., Meyer C., Olivera B.M. & Bouchet P. (2015). Un, quatre ou 100 genres ? Une nouvelle classification des escargots à cônes. Journal of Molluscan Studies. 81 : 1-23

Espèce de gastéropodes (nom scientifique)
Conidae
Gastéropode décrit en 1834

redpajama_set_name: RedPajamaWikipedia


text:
HomeNewsUpdate: YK1 working to remove asbestos found in schools
NewsYellowknife News
Update: YK1 working to remove asbestos found in schools
Friday, Oct. 13th, 2017
Air monitoring results by Associated Environmental Consultants Inc. show no airborne asbestos fibres in YK1 schools.
"Based on the recorded airborne fiber concentrations, there is no risk of exposure to students and teaching staff as no asbestos fibers were identified in public utilized spaces," said AEC.
Earlier in the month, YK1 announced that some of their schools tested positive for asbestos. 29 samples were forwarded for further analysis. Two were found to have Chrysotile asbestos; however, both samples were from mechanical rooms. AEC says because of that, the risk of exposure is very limited.
"Airborne fiber concentrations recorded in the noted mechanical spaces also pose no risk of exposure as they were below the published Occupational Exposure Limit of 0.1 fibers/cc for airborne asbestos fiber."
Asbestos is common in residential and commercial buildings built before 1990, due to construction standards at the time.
Students will not be disrupted while further work is done by AEC.
YK1 says they will continue to work with AEC, the Workers' Safety and Compensation Commission, and the Government and the Northwest Territories to ensure a safe learning environment.

redpajama_set_name: RedPajamaCommonCrawl


text:
Q: Can HTTP basic authentication be applied outside of assigned realm with PHP? I am using PHP to implement HTTP Basic Authentication on the Apache HTTP Server (version 2.2). The only directory I want to password-protect is a sub-directory of the main public web root of my website (for example purposes, let's call the protected directory '/private', and its realm "Private").
If possible, I want users that have already been authenticated in the "Private" realm – and those users only – to see customised content on the web site's home page (and any other web page, for that matter).
What I want to know is, is it possible to do this without forcing a login prompt at the top-level of my domain's top-level (e.g. www.jdclark.org or, for that matter, any other URIs outside if the "Private" realm)?
EDIT:
One technique that I have thought about applying to achieve the above is as follows: When a user has been authenticated into the "Private" realm via the access control in the '/private' directory,  a session cookie could be set in PHP.
I could then check for the presence of this cookie (which could possibility contain a session ID or some kind of unique random string), but although I'm don't proclaim to be an IT security expert, this method feels a bit "hackish," and something tells me that this is insecure (e.g. would it be trivial for a malicious user to spoof that cookie with an HTTP header?).
Any advice would be very much appreciated.

A: Check for the presence of the HTTP authentication headers and use this to determine what to display.
if (isset($_SERVER['PHP_AUTH_USER'])) {
    $username = $_SERVER['PHP_AUTH_USER'];
    $password = $_SERVER['PHP_AUTH_PW'];
    // validate login credentials
    $private = true; // or false if validation fails
}

if ($private) {
    // load special view
}
else {
   // load normal view
}

This will not prompt the user to log in if they have not already done so elsewhere.
If you are going to be doing this in multiple places it would make sense to have a single re-usable class or file that provided a function to check for the headers and validate the credentials (returning true on success, false on fail) rather than duplicating code.

redpajama_set_name: RedPajamaStackExchange


Andaman Express (16031) runs from Chennai Central (MAS) to Vaishno Devi Katra (SVDK). It has classes third ac (3A), sleeper (SL). It is not a superfast train and covers a distance of 2877 kms in 58 hr 5 min. This train runs on Wed, Thu, Sun. It has 79 halts. This train runs with an ICF Rake and does not have a pantry car. Final chart for 16031 is prepared usually 3-4 hours before train departure time or a day before if train departs early morning.


Sound Transit is proposing a number of service improvements in 2017 to meet growing demand and deliver voter-approved projects that include adding two new Sounder commuter rail trips and improving schedule reliability on Sound Transit's busiest bus routes.
Sound Transit released the proposed changes today as part of the annual Service Implementation Plan (SIP). The revamped plan for 2017 includes a wealth of information on system performance measures, ridership and planning criteria as Sound Transit addresses record-setting ridership demands.
As part of the 2008 voter-approved Sound Transit 2 package of transportation investments, Sound Transit will add two new peak hour Sounder commuter rail trips between Lakewood and Seattle in September, 2017. The exact departure times are still to be determined and will be set based on customer feedback and coordination with the Burlington Northern Santa Fe Railway and Amtrak.
The draft SIP also includes about 15,000 additional annual platform hours for ST Express bus service to improve schedule reliability and service quality. In early 2017, Sound Transit service planners will conduct a detailed analysis to identify where the additional trips are most needed.
In addition to the added service hours, Sound Transit will also roll out 32 new double decker buses on Snohomish County routes and will add longer buses to its busiest routes in King and Pierce counties.
The public is invited to comment on the new service proposals online, in person or email through Dec. 1.
Thursday, Dec. 1, 12 p.m. – 1 p.m.


The Working in Support of Education (W!SE) financial literacy credential is closely aligned to the required Economics and Personal Finance (EPF) course (6120) for all students. Therefore, students who have successfully completed the EPF course in a previous semester or previous year but have not passed an industry certification examination to satisfy the Standard Diploma graduation requirement may take the W!SE test. Upon passing the W!SE test, these students will have met two graduation requirements—earned one standard unit of credit for EPF and earned the career and technical education industry credential for the Standard Diploma.
As outlined in the W!SE Financial Literacy Certification Test Proctoring Guidelines (Attachment A), students may have three attempts per semester to pass the W!SE test. Students who fail the W!SE test on their first attempt may retake it following remediation up to two additional times per semester. The student may also take the W!SE test following instruction during a summer school semester and is entitled to two retakes, if necessary, during that summer semester. Schools must contact Working in Support of Education to schedule a retake session. The Proctoring Guidelines are sent to schools after they register to test and approximately one month before the testing window opens.
Students with disabilities must receive the testing accommodations specified in their Individualized Educational Program (IEP) or Section 504 Accommodation Plans when they take the test. These students with special needs may use certain recording or playback devices only if this accommodation is specifically required as a provision of the student's IEP or Section 504 Accommodation Plan. Students who need the test to be read to them may use the Text-to-Speech Audio feature on the Certification Test or may have, upon request, access to the online or paper-based fixed form Certification Test. To accommodate students with extra time allowances, the timer clock on the online W!SE test is not turned on. Therefore, it is the responsibility of the proctor to keep time. Specific instructions are given in the Proctoring Guidelines document.


CWA Local 4340 Bargaining Unit Meeting for City of Cleveland: EMS will be Wednesday, February 17, 2016, 4pm & 7pm.
The meeting will be held at Local 4340's Hall, 1400 E Schaaf Rd (rear building).
All 4340 Bargaining Unit Members are Welcome!
Despite the City of Cleveland implementing layoffs,mandatory furloughs and wage freezes for other bargaining groups, we achieved a phenomenal bargaining accomplishment by getting the EMS Supervisors a 2% raise starting October 2011 and a 3% raise starting in April 2012.
Download the December 9, 2010 bargaining update.
Download the August 24, 2010 bargaining update.


text:
Arviat was a territorial electoral district (riding) for the Legislative Assembly of Nunavut, Canada. The riding consisted of the community of Arviat.

In 2011 the Nunavut Electoral Boundaries Commission recommended the district be split into two districts, Arviat North-Whale Cove and Arviat South. With the passage of Bill 22 in October 2011 the two new districts were created.

Election results

1999 election

2004 election

2008 election

References

External links
Website of the Legislative Assembly of Nunavut

Electoral districts of Kivalliq Region
1999 establishments in Nunavut
2013 disestablishments in Nunavut


text:
Home / Press Releases-English / Brutal murder of two students of Jaffna University – yet another emphasis on the desperate need for real, independent solution for Eelam Tamils
Brutal murder of two students of Jaffna University – yet another emphasis on the desperate need for real, independent solution for Eelam Tamils
by TYO UKupdated on October 20, 2019 October 23, 2016
Two Jaffna University students have been shot dead by Sinhala policemen on 20th October 2016, marking yet another act of oppression by the Sri Lankan state. This brutal act calls for serious analysis of whether real protection is available by the State for Eelam Tamils on the island.
After Mullivaikal genocide in 2009, many incidents can be noted where Tamil youth have protested against the oppression of the Tamil nation in the island. Surpassing all forms of intimidation and persecutions by the state, students of Jaffna University have continued to voice the opinions and aspirations of the Tamil people. This act of suppression by the Sinhala authorities emphasises the situation facing the Tamils in the island and portrays the desperate need for an independent state of Tamil Eelam.
The Eelam Tamil nation has been failed by the international community in a consistent and continuous manner throughout the fight against genocide. Today, the United Nations and countries worldwide are continuing to watch such acts of discrimination, and instead of acting on them, the international community easily hides behind the façade of reconciliation and development on the island.
Nevertheless, the Eelam Tamil diaspora and Tamils worldwide continue to show their solidarity with Eelam Tamils on the island. Tamil Youth Organisation would like to pass on its condolences to the families of the two students. We will continue to stand in solidarity with our people on the island in voicing against the genocide perpetrated by the state of Sri Lanka.
uni-students-pr
Previous Articleஇலங்கை துடுப்பாட்ட அணியை புறக்கணிக்கக் கோரி லண்டனில் போராட்டம்
Next Article11th year remembrance of Anton Balasingham Anna/Uncle
Time has only strengthened our resolve
Student movements have continued to play a significant role in the national liberation struggle of the Eelam Tamil nation
UK University Tamil Societies and TYOUK condemn intimidation and attacks on Jaffna University Students
TYO-UK Statement on Sri Lanka's UPR
Arts and Culture, Press Releases-English
Ilanthalir – A Decennium


text:
Q: Filter a list based on another list while keeping the original type Given a list A of bool elements and another list B with the same length, the goal is to do something essentially
B = [B[i] for i in xrange(len(A)) if A[i]]

However, sometimes B is not a basic python list; for example, it might be created with manager.list(), where manager is an instance of Manager() from the multiprocessing module.  The above list comprehension will turn it into a plain list, which will lose the desired function (to share data between subprocesses).
What I come up with is something like
def my_filter(A, B):
    c = 0
    for i in xrange(len(A)):
        if not A[i]:
            B.pop(i-c)
            c = c + 1

So that my_filter(A, B) will turn B into its sub-list where the elements of A are True.
However, this is a bit "ugly".  Is there a more "pythonic" way to do this?

A: maybe something like this?
B = B.__class__([itemB for itemA,itemB in zip(A,B) if itemA])

or probably better
B[:] = [itemB for itemA,itemB in zip(A,B) if itemA]


We are an all inclusive, volunteer run, community Soccer Club which runs both Outdoor and Social competitions.
We have players aged 5 to 50 and nearly 40 teams! We believe that sport should be fun and provide a challenge so players of all abilities are welcome.


Miss Barker first appeared in student productions at Bryn Mawr with her classmate, Katherine Hepburn.
Margaret Barker was born on October 10, 1908 in Baltimore, Maryland, USA. She began her career in 1928 as the flirtatious Alice Fordyce in the Broadway production of "The Age of Innocence," which starred Katharine Cornell. Three years later, she appeared as Henrietta in "The Barretts of Wimpole Street" with Miss Cornell. She left that production to join the Group Theater, taking major roles in "The House of Connelly," "Men in White" and Clifford Odets's "Till the Day I Die. She was also known for Another World (1964), The Doctors (1963) and The Edge of Night (1956). She died on April 3, 1992 in New York, USA.


Hotel Wellness Yokoteji is located only 2 minutes by car from the Yokote exit on the Akita Expressway. It is also close to Takubonuma Lake and Akita Furusato Village. It is an ideal location for enjoying Japan's winter traditional attractions such as Kamakura (dome-shaped snow huts), Yokote's local delicacy Yokote Yakisoba, Onsen (hot spring spas) and a spectacular view of the Ou mountains. It is also very well-situated for sightseeing trips to Kakunodate or Lake Tazawa.
Hotel Wellness Notoji is surrounded by a pristine pine forest on the Chirihama Beach. It is ideal for visiting the Noto Peninsula and also for spending the day at the hot springs. For our spa facilities, we draw on natural hot spring water from 1,000 meters below ground.
Hotel Wellness Suzukaji is located near Suzuka Quasi-National Park, at the foot of Mount Gozaisho. It is only a five-minute walk from Kintetsu Yunoyama station. The spa facility uses the refreshing hot spring water of Yunoyama Onsen Spa. Banquets, meetings and conventions may be conducted at very reasonable prices.
Hotel Wellness Asukaji is located in Nara Park in the center of the old capital city of Nara. It is within walking distance of World Heritage Sites such as Kofukuji Temple, Todaiji Daibutsuden (the world's largest bronze statue of the Buddha) and Kasuga Taisha Shrine.
Hotel Wellness Yamotoji is located in lush, green surroundings at the foot of Mt. Amanokaguyama which appeared in the ancient manuscript Manyo-shu (the oldest collection of Japanese poetry). This area was the ancient capital during 6th-7th centuries and has various historical sites such as the Takamatsuzuka Tomb, Ishibutai Tomb, Asuka village and Yamabe-no-michi.
Kaike Onsen Spa, located between the Sea of Japan and Mt. Daisen, is known as one of the best hot springs in the San-in region (the southwest part of Honshu, Japan). Hotel Wellness Houkiji is a spa resort facility with a view of Mt. Daisen.
Hotel Wellness Inabaji is located in Tottori City near the entrance to Yoshioka Onsen Spa. Our hot spring spa facilities provide guests a perfect view of Koyama-ike (the largest pond in Japan), which is only a 3-minute walk from our hotel.


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Liberia Senate Elections: December 8, 2020
Last Updated: November 14, 2020 by 21votes
A voter in Monrovia during Liberia's 2011 general elections. Photo credit: Flickr/Brittany Danisch (CC BY 2.0)
Partly Free
General Elections (Presidential and House of Representatives)
Liberia is due to hold Senate elections on December 8, 2020 (postponed from October). Voters will elect half of the Senate (a total of 15 members) for nine-year terms. Each of Liberia's 15 counties has two senators who serve staggered terms.
In 2003, Liberia finally emerged from 14 years of fighting that left 250,000 people dead – 8 percent of the population. The 1997 election saw the victory of warlord Charles Taylor, whose campaign slogan was "He killed my ma, he killed my pa, but I'll vote for him." Taylor fled the country following the war, and was subsequently convicted of war crimes and crimes against humanity for his role in Sierra Leone's civil war. For that reason, he is currently serving a 50-year sentence.
Following the war, Taylor's 1997 opponent, former UN and World Bank official Ellen Johnson Sirleaf, won the 2005 presidential election, becoming the first female elected head of state in Africa.
During her tenure in office, Sirleaf secured the country's peace – for which she won the 2011 Nobel Peace Prize – and focused on improving governance, infrastructure, and education. At the end of her second term, in 2017, she stepped down, honoring term limits, in contrast to some other African leaders.
The resulting 2017 election brought Liberia's first peaceful transition of power since 1944. George Weah (whom Sirleaf had defeated in 2005) emerged the winner from a crowded field of 20 candidates. Weah's running mate, Jewel Howard Taylor – Charles Taylor's ex-wife – became vice president. While Sirleaf delivered stability and was a darling of the international community, concerns about economic stagnation and corruption led to the defeat of her center-right Unity Party's candidate, former vice president Joseph Boakai, in the runoff.
Since Weah took office, the country has seen several rounds of anti-government protests.
E. J. Nathaniel Daygbor and Othello B. Garblah, The New Dawn/AllAfrica (November 8, 2020): Liberia: 2.4 Million to Vote in December Election
Simeon S. Wiakanty, Liberian Daily Observer (October 26, 2020): 'Mid-Term Election Is a Test for Liberia's Commitment to Peace' — UN Resident Coordinator
David S. Menjor, Liberian Daily Observer (May 8, 2020): Mid-Term Senatorial Elections 'Not Possible' In October
Andrew Green, World Politics Review (January 10, 2020): In Liberia, Weah Faces Growing Protests Over a Sinking Economy
Category: Overview Tags: Liberia
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Now a full .17 kg (6 oz) lighter, the best-selling, freestanding MSR Hubba NX tent has been reinvented as the most liveable, ultralight solo backpacking tent available.
Expertly engineered for 3-season camping, the lightweight, compact tent won't slow you down, whether you're striking out early to earn solo views along a popular route, or finding your stride on a 10-day trek into the wilderness.
The tent's optimized, symmetrical geometry and non-tapered floor maximise space—because you didn't head to the outdoors to feel constrained—while other precision-engineered features, from the StayDry door to the adaptable, cross-ventilating rainfly, make the tent so liveable, you won't want to come home.


Teddy bear, flowers and candy, everything to help you say, "Happy Valentine Day". Also included are red roses, red carnations, white and lavender spray daisies, purple statice, baby breath and mixed greens all arranged in a red glass vase. This Valentine Day why not send some "Sweet Stuff"?


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Q: How to v-bind data correctly from mutation to child component correctly on Vue 3 with Typescript and Composition API? I want to bind data to child-component from mutation. But the data doesn't bind reactively

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Due to the limitation on current seismic forecasting techniques, there is usually a very short warning time for traffic to be evacuated from a bridge before seismic strikes. As a result, it is very likely that normal traffic still remain on the bridge when seismic occurs. Bridge seismic analysis typically does not consider the presence of traffic and the dynamic interactions. In recent years, some studies have been carried out on the bridge seismic performance when traffic is included and existing studies suggest that traffic has some influence on bridge seismic performance, which should not be neglected. In addition to the bridge safety concern, the moving vehicles may also experience some safety risks under seismic. However, most of existing studies considered one or several individual vehicles without appropriate modeling of dynamic interactions. In order to evaluate the performance of the bridge and traffic system, the dynamic performance of the coupled bridge and traffic system needs to be rationally predicted.
Activities for Year 1 are complete. However, the overall research activities have continued into Year 2 (https://rip.trb.org/View/1497531).


Week 6 and the last one before half term!
The parent news letter is out today (Thursday 9th February) and it has a lot of important information regarding trips and dates.
Remember to read and write as much as possible over the half term and would love to see photographs and/or evidence of this.
Hope everybody has a fantastic half term. Enjoy yourself.


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Healthy Aging Guide
Healthy Aging Basics
Relationships & Sex
All Guide Topics
Healthy Retirement
Insurance & Medicare
Eye Health Assessment
Weight Loss & Diet Plans
Fewer Americans Under 70 Have Hearing Loss
It's still common, but noise-safety rules and changing smoking patterns may have helped, researcher says
From the WebMD Archives
By Amy Norton
HealthDay Reporter
THURSDAY, Dec. 15, 2016 (HealthDay News) -- Americans younger than 70 may be hearing better now compared with 15 years ago, a new government study suggests.
Researchers found that hearing loss appears to be on the decline among Americans in their 40s, 50s and 60s -- which may be partly related to reductions in on-the-job noise and smoking rates.
However, while that's "good news," it needs to be balanced with a reality check, said lead researcher Howard Hoffman, of the U.S. National Institute on Deafness and Other Communication Disorders.
Hearing loss is still common, he said. Among study participants in their 60s, for example, 39 percent were hearing-impaired.
And based on other research, hearing loss grows in prevalence after age 70.
"We're not really preventing hearing impairment, we're delaying it," Hoffman said.
With the elderly population expanding, he added, that means the "overall burden" of hearing loss will remain large.
Dr. Maura Cosetti, an otolaryngologist who was not involved in the study, agreed.
The dip in hearing-loss prevalence is "exciting," said Cosetti, who directs the Cochlear Implant Center at the New York Eye and Ear Infirmary of Mount Sinai in New York City.
"But, the other big takeaway," she said, "is that hearing impairment is common, and it's important to recognize and treat it."
The study results were published online Dec. 15 in JAMA Otolaryngology-Head & Neck Surgery.
For the study, the researchers analyzed hearing-test results from more than 3,800 Americans ages 20 to 69 who took part in a federal health survey in 2011-2012. Their performance was compared against adults the same age who were studied from 1999 through 2004.
Overall, 14 percent of people in the more recent survey had impaired hearing, versus 16 percent in the earlier group.
Relatively few 20- and 30-somethings had hearing problems in either time period. However, by the 40s, the decline in hearing impairment became apparent, Hoffman said.
He speculated on some likely reasons: Compared with years ago, fewer people have industrial jobs that expose them to constant noise. Plus, workers now have more regulations, education and safety equipment to protect their hearing.
"It's also possible that declining smoking rates have helped," Hoffman said. Studies have found that smokers have higher risks of hearing loss than nonsmokers do.
Hoffman pointed to another hopeful sign in the findings: The prevalence of hearing loss remained low and showed no signs of spiking over time in young adults -- despite worries over kids blasting music through their headphones or going to loud concerts.
That's not a green light to crank the volume, however, Hoffman stressed.
"You still need to be careful," he said. "And the messages on hearing loss and hearing protection still need to start early, with kids."
"Once you destroy the hair cells [in the ear] that detect sounds, they don't grow back," Hoffman said.
Cosetti made a similar point.
No one knows yet whether the "earbud" generation will pay a price later in life, she noted. She cited some common-sense steps: For one, if you can only hear the music playing in your headphones and no other sounds, the volume needs to be turned down.
Cosetti suggested a "60/60" rule of thumb when using headphones: Keep the volume at no more than 60 percent, and listen for no more than 60 minutes a day.
Along with the positive trend in hearing loss prevalence, the study also found less-encouraging patterns.
U.S. men remain at particular risk of hearing problems. By 2012, their rate of hearing impairment was still almost double that of women -- at almost 19 percent.
Even when Hoffman's team accounted for occupational noise exposure, men were still at higher risk than women.
The researchers also found that hearing problems were common among people who spent time around firearms, on the job or not. Of those exposed to more than 1,000 rounds fired, one-quarter had impaired hearing.
"If you're around firearms, hopefully you're wearing [hearing] protection," Hoffman said.
For people already noticing hearing problems, Cosetti advised getting an evaluation by an audiologist.
If a hearing aid is recommended, she suggested giving it a try.
"Hearing-aid technology is improving," Cosetti said. "They're smaller and work better."
Plus, she noted, studies suggest that hearing aids can help older people stay socially engaged and live independently at home.
There is the issue of access, however. Hearing aids in the United States require a doctor's prescription, Hoffman said, and the cost typically runs above $2,000 for each hearing aid.
That may change, however. Last week, the U.S. Food and Drug Administration announced it would no longer enforce the rule that adults have a medical evaluation before getting a hearing aid.
The agency also said it was considering creating a category of over-the-counter hearing aids that would be more affordable.
WebMD News from HealthDay
SOURCES: Howard Hoffman, M.A., director, epidemiology and statistics program, U.S. National Institute on Deafness and Other Communication Disorders, Bethesda, Md.; Maura Cosetti, M.D., director, Cochlear Implant Center, New York Eye and Ear Infirmary of Mount Sinai, New York City; Dec. 15, 2016, JAMA Otolaryngology-Head & Neck Surgery, online
Copyright © 2013-2017 HealthDay. All rights reserved.
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The BBC and other media outlets were quick to report a "property sales dive" for April 2016, blaming changes in buy-to-let tax legislation for a disappointing 84,280 sales (14.5% lower than the same month last year).
However delving beneath the headlines you will see that there is no reason to panic as April's results came off the back of an outstanding March where sales peaked at 153,700. In fact if you compare March - April 2015 (at 189890) with March to April 2016 (at 237890) you will see that the year on year house sales have actually risen by 12.5%.
There is a belief that the forthcoming EU referendum is causing some home buyers to hold back on making a decision but Elmhurst believe that after June 23rd, whatever the outcome, demand for houses will rise rapidly.


Headaches are a common symptom for those who have suffered a traumatic brain injury (TBI). A new longitudinal study has reviewed the severity of headache associated with TBI, and researchers have compared factors that predict headache severity.
The study included 450 patients in rehabilitation centers. Patients were evaluated three times: three, six, and 12 months post-TBI. Researchers compared severity by analyzing the headache density, a composite of frequency, duration, and intensity. They also factored in how disruptive headaches were to the patients' daily living.
The biggest predictor for severe headache was a patient's history of migraine before the TBI. Those who had suffered pre-injury migraines were most likely to suffer severe headaches after injury. Additionally, patients who had suffered non-migraine headaches before the injury were more likely to suffer severe headache after the brain injury.
The study also found that at the six month evaluation, severe headache was more likely when patients had suffered a penetrating-type of traumatic brain injury. Researchers also discovered that females were somewhat more likely to have severe headache.
Unfortunately, the study found that moderate to severe- TBI patients who had headaches at the three-month evaluation did not generally improve over the ensuing nine months. These TBI victims generally were still suffering severe headache at six and 12 months after injury. They were still getting frequent, intense headaches of long duration. The activity level in their daily lives was also disrupted by their headaches.
Other research conducted earlier this year has found even mild traumatic brain injury to have lasting effects a year after injury.
Walkeer W, Marwitz J, et al. Prediction of headache severity (density and functional impact) after traumatic brain injury: A longitudinal multicenter study. Cephalalgia: An International Journal of Headache 2013; April 10 [Epub ahead of print]. doi: 10.1177/0333102413482197.


The Skanner News - Committee Continuing Investigation of Jesse Jackson Jr.
The House Ethics Committee announced Friday it will continue its investigation into allegations Rep. Jesse Jackson Jr. or someone acting on his behalf offered to raise campaign cash for then-Gov. Rod Blagojevich in exchange for a Senate appointment in 2008.
The committee had previously said it would determine by Friday what course its investigation of the Democrat and son of civil rights leader Jesse Jackson would take. The younger Jackson has said he expected to be exonerated.
Instead, the committee will continue looking into allegations involving Blagojevich and whether Jackson inappropriately used government resources to angle for an appointment. The committee said in a statement that continuing the investigation "does not itself indicate that any violation occurred."
The extension could have political consequences for Jackson Jr. He will stand for reelection in 2012 in a rejiggered congressional district that has attracted a viable primary opponent, former Rep. Debbie Halvorson. Halvorson, a Democrat who represented the new terrain in Jackson Jr.'s district both in Congress and in the Illinois Legislature, has indicated she will make Jackson's ethical cloud an issue in the race. Jackson and his staff alike have said they'd like to put the investigation behind them before running for re-election. Illinois' primary is scheduled for March 2012.
Jackson responded to the committee's decision to extend the investigation by releasing a letter from his attorneys. In it, Reid H. Weingarten and Brian M. Heberlig wrote that there is no basis for the committee's investigation and urged the panel to "close its investigation of this matter."
"Although Congressman Jackson was interested in the appointment ... he was largely focused on his own re-election and Obama's campaign," Weingarten and Heberlig said.


Heading Your life. Your way.
Directions Before using this product, read the package insert carefully.
Uses For use with Ascensia CONTOUR Blood Glucose Meter System. 1 x 2.5 mL.
Warnings For In Vitro Diagnostic Use.


Donald Trump is in full-out psychological attack mode on the Democrats. He expects people to believe his own warped view of the world, and works to force them into something close to insanity — don't believe what you see and hear, believe me. He is obsessed with his memorial wall and continually tries to force it through Congress. Trying to follow this president's logic is like living in a circus house of mirrors.
Of course, the Democrats do not want a government shutdown. This was just Trump's clumsey attempt to blame the others for his failures.


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Home » Headlines » Science » Antarctica's Ross Sea: World's largest marine protected area
Antarctica's Ross Sea: World's largest marine protected area
By Melany Mejias / Friday, 28 Oct 2016 05:23PM
Antarctica's Ross Sea became Friday the world's largest marine protected area after 24 nations agreed for the first time to establish a reserve outside of any country's jurisdiction.
Russia and China had been reluctant after the United States and New Zealand proposed to make this part of the Antarctica a protected area but they finally joined the project. This sea is within the Southern Ocean, a largely intact marine ecosystem. After years of negotiations, the U.S., Russia, China, New Zealand and members of the European Union reached the unanimous deal at a meeting of the Commission for the Conservation of Antarctic Marine Living Resources (CCAMLR) that took place in Hobart, Australia.
As a consequence of the landmark, historical agreement, fishing activity will be banned in the 1.6 million square kilometers (620,000 square miles) zone. Russian vessels which had been catching Antarctic toothfish in the now protected area will not be able to do it anymore. Image credit: The Huffington Post.
The agreement will take effect in December 2016, and 72 percent of the marine reserve will forbid fishing while other sections will allow harvesting of fish and krill for scientific purposes. Researchers will be able to study the impact of areas where fishing activity is banned and compare it with other zones where fishing is permitted, the commission said.
By doing so, scientists will have access to valuable data they will use to understand better the range of variables that play a significant role in the health of marine ecosystems.
A statement from the United Nations Environment Program said that this Antarctic sea is home to 50 percent of Ross Sea orca, 25 percent of emperor penguins, and 40 percent of Adélie penguins, as reported by National Public Radio. The statement remarked that the Ross Sea is "the last great wilderness area on Earth," widely known as the polar "Garden of Eden."
Mike Walker, project director at the Antarctic Ocean Alliance, told Deutsche Welle's Dave Keating that the sanctuary that covers an area twice the size of Texas is part of an ecosystem that hasn't been affected by the same human-made degradation as the rest of the ocean.
Walker suggested it was the healthiest ecosystem on Earth. Also a campaigner for marine protection in Europe, he explained that the Southern Ocean is crucial as it pumps nutrients and fuels currents vital to the Antarctic Ocean.
A place for peace and science
U.N. Environment's Patron of the Oceans Lewis Pugh called the decision a "remarkable" agreement reached at a time of "strained political relations", according to NPR. He noted that the Antarctica was considered as a place for peace at the height of the Cold War in 1959, when the Soviet Union and the U.S. agreed to preserve it for humanity, and for science. This landmass is so special because it is the only one on this blue planet that has no owner.
"Today's announcement shows that Antarctica continues to be a place for peace and bridge building, a place where we can find common ground. My hope is that what has been achieved here, can be used to foster dialog and cooperation in other parts of the world," Pugh expressed, as quoted by NPR.
U.S. Secretary of State John Kerry said this "extraordinary progress" has been strategically achieved after years of steady scientific and policy review, as well as intense conversations, according to NPR. He added that the nations involved acknowledged that they all share the responsibility to protect that area for the generations to come.
The Ross Sea sanctuary is the second marine protected area located on the high seas only after the South Orkney Islands, established in 2009 in the south Atlantic. Walker noted that 70 percent of ocean in the blue planet is high sea that doesn't belong to any country.
Future international efforts to protect more marine areas
When asked whether new areas will be protected by international agreements, Walker told the Deutsche Welle that France and Australia made a proposal in 2011 to protect an area in the East Antarctic and that the most recent proposal was made by Germany for the Weddell Sea. He said that a decision on the East Antarctic might be announced next year and that Germany's proposal would have a significant progress in the coming months.
Walker pointed out that although he hoped to hear future announcements of new protected areas, Friday, Oct. 28, would be a huge day to remember because it was the very first time nations agreed to create a large marine protected area located in the high seas. The fact that the zone doesn't belong to any country's jurisdiction makes the deal really special as it reveals that nations do care about it.
Icebergs at the Ross Sea. Image credit: Beyond Endurance Expedition.
Source: NPR
Canadians are consuming more digital content than TV shows
Iceland's Pirate Party hopes to win general elections


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Stylolophus ist eine Gattung aus der ausgestorbenen und wenig erforschten Säugetierordnung der Embrithopoda, welche in die nähere Verwandtschaft der Rüsseltiere und Seekühe gehört und deren bekanntester Angehöriger das riesenhafte Arsinoitherium darstellt. Die Gattung trat zu Beginn des Unteren Eozäns vor rund 55 Millionen Jahren im nördlichen Afrika auf. Funde sind aus Marokko belegt und bestehen aus Schädelteilen und Gebissresten. Sie wurden in der bedeutenden Fossillagerstätte des Ouled-Abdoun-Becken entdeckt. Es handelt sich um den bisher kleinsten und ältesten Vertreter der Ordnung. Er weicht von anderen Mitgliedern der Gruppe neben der geringeren Körpergröße vor allem durch Zähne mit niedrigen Zahnkronen und weniger spezialisierten sowie ursprünglicheren Kauflächenmustern ab. Die Funde erhielten im Jahr 2018 ihre wissenschaftliche Erstbeschreibung. Es sind zwei Arten bekannt.

Merkmale
Stylolophus war ein kleiner Vertreter der Embrithopoda. Anhand der Größe der Zähne wurde für kleinere Individuen ein Körpergewicht von 20 bis 40 kg ermittelt, für größere Tiere liegen die entsprechenden Werte bei 60 bis 128 kg bei einer geschätzten Körperlänge von 1 bis 1,5 m. Nachgewiesen sind bisher mehrere zerquetschte Schädel und Gebissfragmente. Für sie kann eine Gesamtlänge von 22 bei kleineren und 30 cm bei größeren Vertretern rekonstruiert werden. Erhalten sind mehr oder weniger die rostralen Abschnitte des Schädels. Der Mittelkieferknochen war hoch und lang und wahrscheinlich breit mit dem Nasenbein verbunden. Dadurch hatte der Oberkiefer wohl keinen Anteil an Naseninnenraum. Im Gegensatz zu Arsinoitherium bestand bei Stylolophus kein Kontakt zwischen dem Mittelkieferknochen und dem Stirnbein. Am Oberkiefer setzte der Jochbogen relativ dicht über der Zahnreihe an. Er begann etwa auf Höhe des zweiten und dritten Mahlzahns und somit etwas weiter zurückverlagert als bei Namatherium. Das Foramen infraorbitale öffnete sich oberhalb des zweiten oder dritten Prämolaren. Die Orbita lag mit ihrem vorderen Rand entsprechend beim vierten Prämolaren, was weiter vorversetzt ist als bei Namatherium und Arsinoitherium, aber in etwa der Lage bei Palaeoamasia entspricht. Durch das Nasenbein, das relativ langgestreckt war, zogen sich außerordentlich groß entwickelte Nasennebenhöhlen. Offensichtlich handelt es sich hier um homologe Bildungen zu den vorderen knöchernen Hörnern bei Arsinoitherium. Vom Unterkiefer sind weitgehend die vorderen Abschnitte bekannt, der aufsteigende Ast ist nur bruchstückhaft überliefert. Der horizontale Knochenkörper war relativ niedrig, variierte jedoch intraspezifisch. Die Symphyse am vorderen Ende reichte bis zum zweiten Prämolaren zurück. Ein einzelnes Foramen mentale lag unterhalb des zweiten Prämolaren und öffnete sich weit nach vorn gerichtet. Das Foramen mandibulae war schlitzförmig und deutlich hinter der Zahnreihe ausgebildet, allerdings in sehr niedriger Lage. Es führte in einem Winkel von rund 45° in den Knochen. Form, Position und Entwicklung ähneln stark Palaeoamasia.

Das Gebiss bestand aus der vollständigen Bezahnung der Höheren Säugetiere mit insgesamt 44 Zähnen. Es setzt sich aus je drei Schneidezähnen, einem Eckzahn, vier Prämolaren und drei Molaren je Kieferhälfte zusammen. Einzigartige Merkmale finden sich an den Schneidezähnen. So ragten die beiden inneren, unteren Schneidezähne schräg hervor, standen also procumbent, außerdem waren sie relativ groß. Zusätzlich wies der innerste Schneidezahn hier eine offene Wurzel auf, was als Anzeichen einer Hypertrophie mit hohen (hypsodonten) Zahnkronen gedeutet werden kann. Gelegentlich finden sich solche Merkmale noch bei Arsinoitherium, der Terminalform der Embrithopoda, in der Regel waren hier die Schneidezähne aber relativ klein. Die Molaren wiesen in Übereinstimmung mit anderen frühen Vertretern der Embrithopoda aus der Gruppe der Palaeoamasidae relativ niedrige (brachyodonte) Zahnkronen auf, im Gegenteil zu den entwickelteren Formen der Arsinoitheriidae. Wie bei allen Angehörigen der Embrithopoda kennzeichneten sie eine Kaufläche mit zwei quergestellten Zahnleisten (bilophodont). Bei Stylolophus war dieses Merkmal aber noch recht ursprünglich gestaltet. Das drückt sich darin aus, dass die beiden Haupthöcker der Wangenseite des Zahns (Para- und Metaconus) noch nicht so deutlich in Richtung der Zungenseite verschoben waren. Des Weiteren bestanden hier noch einzelne sekundäre Scherleisten zwischen diesen, wodurch das Ectoloph, die wangenseitige Schneidkante des Zahns, einen auffallend W-förmigen Verlauf aufzeigte. Das Merkmal wird als bilambdodont bezeichnet und kommt auch bei einigen unmittelbaren Vorläufern der Paenungulata wie Ocepeia und Abdounodus vor. Durch die nur wenig linguale Verschiebung von Para- und Metaconus bei Stylolophus waren die dortigen Höckerstrukturen wie der Pseudohypoconus und der Protoconus noch nicht so stark reduziert wie bei späteren Embrithopoda. Auch zeigten sich die vorderen Prämolaren noch nicht so deutlich molarisiert. Der jeweils zweite Prämolar wies im Unterkiefer nur eine Wurzel auf, im Oberkiefer dagegen zwei. Bei den beiden vorderen Molaren des Oberkiefers waren die Wurzeln unterhalb des Para- und des Protoconus jeweils getrennt.

Fossilfunde

Das bisher bekannte Material von Stylolophus kam im Ouled-Abdoun-Becken in Marokko zum Vorschein. Das Becken erstreckt sich rund 70 km südlich von Casablanca und ist vor allem für seine reichhaltigen Phosphatablagerungen bedeutend. Diese hatten sich im Übergang von der Kreide zum frühen Paläogen gebildet. Die phosphathaltigen Sedimente erreichen von Nord nach Süd eine Mächtigkeit von 30 bis 300 m und decken einen Zeitraum von rund 25 Millionen Jahren ab (Maastrichtium bis Ypresium vor 72 bis 48 Millionen Jahren), allerdings sind sie nicht durchgehend ausgebildet. Die Ablagerungssequenzen des Ouled-Abdoun-Beckens gehören damit zu den umfangreichsten dieser Art im Bereich des ehemaligen Tethys-Ozeans. Als Bildungsmilieu kann ein relativ flaches und warmes Meer angenommen werden, das festlandsnah lag. Das sehr reichhaltige Fossilmaterial umfasst Meeresbewohner und zusätzlich auch Landwirbeltiere. Insgesamt sind bisher rund 330 Arten nachgewiesen, darunter zählen unter anderem die ältesten Reste känozoischer Säugetiere in ganz Afrika. Bekanntheit erlangte das Ouled-Abdoun-Becken unter anderem durch die hier auftretenden, urtümlichen Rüsseltiere, so etwa Eritherium, Phosphatherium und Daouitherium, die zu den frühesten Formen überhaupt gehören. Daneben kommen auch relativ ursprüngliche Säugetiere vor wie beispielsweise Ocepeia und Abdounodus, die den Afrotheria nahestehen. Der größte Teil der Fossilien wird beim Phosphatabbau gefunden. Dieser erfolgt in mehreren Minen, die sich über das Ouled-Abdoun-Becken verteilen.

Die Reste von Stylolophus wurden in verschiedenen Bereichen des Ouled-Abdoun-Beckens gefunden. Die für die Gattung definierenden Fossilien fanden sich im nordöstlichen Teil, genauer in Grand Daoui und Sidi Chennane. Sie lagerten dort im Bereich zwischen den sogenannten Bed I und Bed II (der Fundbereich wird genauer mit Intercalary phosphate beds II/I benannt), die sich wiederum oberhalb der sehr fossilreichen Ablagerungen des Paläozäns befinden. Der Fundabschnitt zeichnet sich durch einen phosphathaltigen Kalkstein aus, aus dem unter anderem Phosphatherium dokumentiert wurde. Möglicherweise lassen sich einzelne Funde auch direkt dem Bed I zuweisen, welches aus phosphathaltigen Sanden und Mergeln besteht. In beiden Fällen weisen die Funde eine Alterstellung am Beginn des Unteren Eozäns (Ypresium) vor rund 55 Millionen Jahren auf. Sie setzen sich aus einzelnen Schädelteilen und Gebissfragmenten zusammen. Weitere Fossilien sind in der gleichen Region gemacht worden, ihre genaue Fundlage ist aber unbekannt. Vermutlich kamen sie aus stratigraphisch etwas höheren Abschnitten zu Tage (Sillon A und Sillon B), die ebenfalls phosphatreiche Sande beinhalten und dem Ypresium angehören. Hierbei handelt es sich hauptsächlich um einen zerdrückten Schädel, der aus dem Schnauzenbereich und angrenzenden Teilen des Hirnschädels besteht.

Paläobiologie
Anhand des Unterkiefers, der bisher nur für die kleineren Vertreter von Stylolophus belegt ist, sind unterschiedlich kräftig entwickelte Formen erkennbar. Bei einigen Exemplaren ist der horizontale Knochenkörper sehr niedrig mit einer Höhe von 1,8 bis 2,6 cm unterhalb des zweiten Mahlzahns. Andere wiederum sind bezogen auf das Merkmal um bis zu 29 % höher. Eventuell handelt es sich um einen Geschlechtsdimorphismus mit kräftigeren Unterkiefern bei männlichen Tieren.

Systematik

Stylolophus ist eine Gattung aus der ausgestorbenen Gruppe der Embrithopoda. Die Embrithopoda traten im Eozän und im Oligozän in weiten Teilen des heutigen Afrikas und des westlichen Eurasiens auf. Sie waren aber weder besonders vielfältig noch sehr zahlreich. Allgemein handelt es sich um relativ groß gewachsene Tiere, ihr bedeutendster und bekanntester Vertreter ist das riesige Arsinoitherium, das zu seiner Zeit neben einigen Angehörigen der Rüsseltiere zu den größten landlebenden Säugetieren zählte. Als nächste Verwandte der Embrithopoda gelten die Rüsseltiere und die Seekühe, wofür unter anderem der nach hinten verlängerte und im Kontakt mit dem Stirnbein stehende Mittelkieferknochen spricht. Alle drei Gruppen zusammen bilden das übergeordnete Taxon der Tethytheria, die wiederum gemeinsam mit den Schliefern die Paenungulata formen. Letztere werden in die Überordnung der Afrotheria gestellt, einer der vier Hauptlinien innerhalb der Höheren Säugetiere.

Neben Stylolophus werden innerhalb der Embrithopoda fünf weitere Gattungen unterschieden, die sich auf zwei Familien verteilen: die Palaeoamasidae und die Arsinoitheriidae. Erstere sind ein eher urtümlicher Strang der Gruppe, der bisher nur aus dem eurasischen Teil der Verbreitung überliefert ist, in der Regel liegen aber nur Gebissreste vor. Die Arsinoitheriidae enthalten die moderneren Formen, unter anderem die Terminalform Arsinoitherium, die sich durch hochkronige Zähne auszeichnen. Sie sind weitgehend aus Afrika und von der Arabischen Halbinsel belegt. Stylolophus kann dabei innerhalb der Embrithopoda als besonders ursprünglich eingestuft werden, Hinweise darauf sind in der vergleichsweise geringen Körpergröße und den sehr niederkronigen Backenzähnen zu finden. Besonders die Gestaltung der Mahlzähne mit ihrem bilambdodonten Kauflächenmuster, den nur wenig wangenseitig abgewanderten Höckern und den kaum reduzierten Höckern der Zungenseite lassen eine frühe Abspaltung in der Stammesgeschichte der Embrithopoda vermuten. In phylogenetischen Untersuchungen steht Stylolophus daher als Schwesterform allen anderen Vertretern der Embrithopoda gegenüber. Basierend auf den ursprünglichen Merkmalen wurde für Stylolophus im Jahr 2020 die eigene Familie der Stylolophidae eingeführt.

Die Gattung Stylolophus wurde im Jahr 2018 von Emmanuel Gheerbrant und Forscherkollegen wissenschaftlich erstbeschrieben. Die Forschergruppe berief sich dabei auf das Fundmaterial aus dem Ouled-Abdoun-Becken in Marokko. Als Holotyp (Exemplarnummer OCP DEK/GE 668) wurde ein rechter Unterkiefer mit den Zahnwurzeln der ersten beiden Schneidezähne, den Alveolen des dritten Schneidezahns, des Eckzahns und des zweiten Prämolaren sowie dem enthaltenen ersten Prämolar und der vollständigen Zahnreihe vom dritten Prämolaren bis zum letzten Molaren ausgewählt. Die Länge der Molarenreihe beziffert sich bei dem Stück auf 38,5 mm. Zusammen mit weiteren Fundobjekten wie einem linken Unterkieferast und einem Teilschädel lässt es sich einem kleineren Individuum zuordnen. Gefunden wurde das Material im Bereich der Intercalary beds II/I. Der Gattungsname Stylolophus ist griechischen Ursprungs und setzt sich aus den Wörtern στύλος (stylos) für "Säule" oder "Pfeiler" und λόφος (lophos) für "Hügel" oder "Kamm" zusammen, er bezieht sich auf die besondere Zahnstruktur der Oberkiefermolaren.

Innerhalb der Gattung werden zwei Arten geführt:
 S. major Gheerbrant, 2020
 S. minor Gheerbrant, Schmitt & Kocsis, 2018
S. minor bildet die Typusart von Stylolophus und wurde gleichzeitig mit der Gattung definiert. Außerdem ist es der ältere und kleinere Vertreter, dessen Molarenreihe am Schädel eine Länge von 40 mm erreicht. Darauf verweist auch das Artepitheton minor, das aus dem Lateinischen stammt und übersetzt "kleiner" bedeutet. Der Schädelfund aus den höheren Lagen – wohl Sillon A oder Sillon B – des Ouled-Abdoun-Becken repräsentiert ein größeres Individuum. Die Länge der oberen Molarenreihe beträgt hier insgesamt 55,3 mm, was einen Unterschied von 30 bis 40 % zu S. minor ausmacht. Außerdem sind einzelne Unterschiede in den Zahnmerkmalen erkennbar. Die Erstautoren der Gattung vermuteten, dass es sich um eine weitere eigenständige Art handelt. Diese erhielt im Jahr 2020 mit S. major ihren Namen.

Literatur
 Emmanuel Gheerbrant, Arnaud Schmitt und László Kocsis: Early African Fossils Elucidate the Origin of Embrithopod Mammals. Current Biology 28 (13), 2018, S. 2167–2173, doi:10.1016/j.cub.2018.05.032
 Emmanuel Gheerbrant, Fatima Khaldoune, Arnaud Schmitt und Rodolphe Tabuce: Earliest embrithopod mammals (Afrotheria, Tethytheria) from the early Eocene of Morocco: anatomy, systematics and phylogenetic significance. Journal of Mammalian Evolution 28, 2021, S. 245–283, doi:10.1007/s10914-020-09509-6

Einzelnachweise

Säugetiere
Mammalia
Ausgestorbenes Säugetier


nevermind. cleared the cache of browser and the ui appears to be working again.
[2018-11-17 06:55:11,644] INFO log(1774) - com.tchegbe.nzfs.ui.server.rpc.NZFSServiceImpl-147917152: ERROR: The serialization policy file '/nzfsuiportal/88EAF400BC4E79ACC2A706F43D977019.gwt.rpc' was not found; did you forget to include it in this deployment?
[2018-11-17 06:55:11,644] INFO log(1774) - com.tchegbe.nzfs.ui.server.rpc.NZFSServiceImpl-147917152: WARNING: Failed to get the SerializationPolicy '88EAF400BC4E79ACC2A706F43D977019' for module 'http://localhost:8080/nzfsuiportal/'; a legacy, 1.3.3 compatible, serialization policy will be used. You may experience SerializationExceptions as a result.
really need to verify they are going to work as intended before I wipe the next 2x DRU drives ..
one thing I did notice is when I tried unmounted the drive that flexraid did not pick up it said it was mounted by another user , so I will try and force mount them as root , I am assuming this would be the account flexraid would be using ?
anyway to arrange team-viewer session ?
repair a damaged filesystem, see btrfs( subcommand 'check'.
anyway to manually add them via folder path like you can do when importing existing configuration providing PPU1 path?
so you don't have to reply on flex-raid seeking out mounted drives ?
so why can I not get it to pick up pre existing drives that flexraid used to use ?
how ever DRU5 drive is also missing the _flxr_ folder that the other drives have ?
I am wondering if their is anything flexraid looks for to not show the drives in the unpooled section ?


Put cola, soy sauce, garlic, ginger and sriracha into blender. Blend until garlic is pureed. Pour into a plastic bag or large bowl and add pork tenderloin. Marinade for 3 hours minimum.
Once pork is almost done marinading, thinly slice mango and toss with olive oil and salt and pepper. Toss green onion with the olive oil, salt and pepper but keep intact. Grill mango and green onion until fragrant and grill marks form. Set aside to cool.
Heat oven to 350. Place pork in a baking pan and bake until internal temperature reaches 140 (approx. 30 mins). Do not overcook! Take out of oven and let rest.
Pour marinade into a pan on medium heat. Stir in the flour. Cook until it boils and reduces, about 10 minutes.
Once pork has rested, slice into thin slices. Toast Hawaiian Sweet Dinner rolls either on grill or broil in oven. Brush with butter and cooled sauce. Layer pork, mango, scallions and cilantro.


text:
Act II Global Acquisition Corp. to Combine with Flavors Holdings Inc. Subsidiaries Merisant Company and MAFCO Worldwide LLC to Form Whole Earth Brands
Combined Company to be Listed on NASDAQ
Conference Call Scheduled for Friday, December 20, 2019 at 8:00 a.m. Eastern TimeDecember 19, 2019 06:56 PM Eastern Standard Time
NEW YORK & CHICAGO–(BUSINESS WIRE)–Act II Global Acquisition Corp. (NASDAQ: ACTT) ("Act II"), a publicly traded special purpose acquisition company, the owners of Merisant Company ("Merisant"), one of the world's leading manufacturers of zero and low-calorie sugar substitutes, and the owners of MAFCO Worldwide LLC ("MAFCO"), the world's leading manufacturer of natural licorice products, announced that they have entered into a definitive business combination. Merisant and MAFCO comprise the operating subsidiaries of Flavors Holdings Inc. ("Flavors Holdings") which is owned by affiliates of MacAndrews & Forbes Incorporated. Subject to the terms and conditions set forth in the Purchase and Sale agreement, Act II will combine with the businesses of Merisant, MAFCO and certain of their subsidiaries. Following the closing of the proposed transaction, it is expected that Act II will change its name to Whole Earth Brands and continue to be listed on the NASDAQ stock exchange. It is anticipated that, upon consummation of the proposed transaction, the company will have an anticipated initial enterprise value of approximately $575 million, or 8.1x the Flavors Holdings' estimated Calendar Year 2020 Pro Forma EBITDA of $71 million.
Merisant is one of the world's leading manufacturers of tabletop non-caloric sweeteners. The company markets its products under its flagship brands Whole Earth®, Equal®, Canderel®, and Pure Via®, along with several other adjacent consumer products in over 90 countries.
MAFCO has been one of the world's leading manufacturers of natural licorice products for over 150 years. MAFCO's natural licorice products many of which are under the Magnasweet® brand are used today in a wide range of applications including food, beverage, pharmaceutical, confectionary, cosmetic, personal care and tobacco products.
Following the closing, it is expected that Whole Earth Brands will be led by Flavors Holdings' existing management team, including Chief Executive Officer, Albert Manzone, and President of the Ingredients business, Lucas Bailey. Mr. Manzone has more than 25 years of experience in the consumer products industry and has been with Flavors Holdings since 2016. Mr. Bailey currently serves as President of MAFCO and has 15 years of experience in operational, financial and strategic planning and analysis roles. Irwin D. Simon will serve as Executive Chairman. Mr. Simon, founder and former CEO of Hain Celestial, currently serves as Chairman of Act II and is an accomplished leader and innovator in the natural foods industry.
Mr. Simon commented, "We are excited to create Whole Earth Brands, a global, industry leading platform, focused on on-trend food products and ingredients. We are in the early stages of the global secular consumer shift away from sugar and increased emphasis on natural ingredients and clean labels. Whole Earth Brands will be uniquely positioned as a global player addressing this sizeable opportunity and will provide a strong foundation for robust organic growth and future strategic acquisitions. Our brands, significant free cash flow and the highly accomplished leadership team combined with our public listing and flexible balance sheet will allow us to reinvest in the business in a way that has not been done before and execute an accelerated growth strategy, driving long-term shareholder value."
"All of us are enthusiastic about the creation of Whole Earth Brands through this business combination. It is exciting to join forces with Irwin Simon and the team who pioneered the natural and organic foods industry and leverage their experience to help lead the business into its next phase of growth and beyond. We have built two complementary business segments with global infrastructure to support accelerated growth addressing the increasing demand for natural and low sugar alternatives around the world. Whole Earth Brands as a public platform will have the resources and expertise to accelerate growth, capitalize on a significant long-term opportunity and achieve our vision to enhance all of the product categories and channels we serve," said Mr. Manzone.
Ronald Perelman, Chairman and Chief Executive Officer, MacAndrews and Forbes Incorporated commented, "We are very excited to join with Irwin and Act II who have been true pioneers in the natural foods industry on this new venture. Flavors Holdings' portfolio of iconic and trendsetting brands have global reach and deep resonance with their consumers. Irwin Simon has been a friend for years and repeatedly demonstrated his vision as to the direction and changes in the natural food and ingredients industry. Taking the company public and partnering with Irwin Simon and team will continue to elevate and drive new global growth for these brands in the natural food segment around the world."
Highlights of the Proposed Transaction
Whole Earth Brands will be well positioned in the global food products and ingredients industry to benefit from powerful consumer-driven health and wellness trends, including:
The global secular consumer shift away from sugar
Growing demand for clean labels
Increased customer focus on plant-based consumer packaged goods
Whole Earth Brands will operate a proven global platform that can be leveraged to support new product development, further geographical expansion and pursue future M&A activity.
Existing global reach serving 100 plus countries and long-standing blue-chip customer relationships
Strong and stable free cash flow supports reinvestment and M&A
Experienced management team with a track record of successful business integration and systems in place to drive synergies
The business is poised to increase innovation and expand distribution which will accelerate organic growth through:
A demonstrated ability to introduce new products and drive sales to new consumers in new geographies
A robust new product pipeline across both business segments
Existing distribution footprint to bring new products to existing markets
Strong relationships and global platform that will allow for rapid expansion into new and under-penetrated markets
Additional Transaction Terms and Conditions
Subject to the terms set forth in the agreement, the transaction will be funded through a combination of cash available in the trust, roll-over stock and debt financing. At closing, the owners of Merisant and MAFCO will receive $510 million in total consideration, consisting of $450 million in cash and 6 million shares of Class A Ordinary Shares of Act II, subject to adjustment in accordance with the terms of the definitive agreement. In addition, at closing, the owners of Merisant and MAFCO will receive 1 million shares of Class A Ordinary Shares of Act II placed in escrow, subject to release in accordance with the terms of the definitive agreement. At closing, Act II is required to have at least $170,000,000 available to it from its trust account created in connection with its initial public offering, after payment to holders of Act II common stock that seek redemption in connection with the transactions and net of certain other expenses.
Furthermore, the Merisant and MAFCO owners will have the opportunity to receive incentive earnout shares totaling approximately 2.7 million shares consisting of (i) 1.4 million shares, issuable if, among other things, the volume weighted-average per share trading price of the Class A Ordinary Shares is at or above $14 per share for twenty trading days in any thirty day continuous trading period, and (ii) approximately 1.3 million shares, issuable if, among other things, the volume weighted-average per share trading price of the Class A Ordinary Shares is at or above $16 per share for twenty trading days in any thirty day continuous trading period.
Act II has received a commitment from TD Bank to provide for the contemplated debt financing.
DLA Piper LLP (US) served as legal advisor to Act II for the transaction. Goldman Sachs & Co. LLC and Moelis & Company LLC served as financial advisors to Act II. Cantor Fitzgerald & Co. served as capital markets advisor to Act II. Wachtell, Lipton, Rosen & Katz served as legal advisor to Flavors Holdings. Citi acted as financial advisor to Flavors Holdings.
The board of directors of Act II has unanimously approved the proposed transaction. Completion of the proposed transaction, which is currently expected by the end of the first quarter of 2020, is subject to customary closing conditions, receipt of approvals from Act II's stockholders, and completion of the offer for Act II's stockholders to redeem their shares. The description of the agreement is not complete, and investors should review the materials to be filed with the Securities and Exchange Commission in connection with the proposed transaction.
At 8:00 AM ET tomorrow, December 20, 2019, Act II will be holding an investor teleconference and web presentation to discuss the transaction. The call and webcast can be accessed by dialing (877) 451-6152 (domestic toll-free number) or (201) 389-0879 (international) using conference ID: 13697554 or by visiting http://public.viavid.com/index.php?id=137419. A replay of the teleconference and webcast will also be available from December 20, 2019 to December 27, 2019.
The replay can be accessed by dialing (844) 512-2921 (domestic toll-free number) or (412) 317-6671 (international) using conference ID: 13697554 or by visiting http://public.viavid.com/index.php?id=137419 or www.whole-earthbrands.com.
About Act II Global Acquisition Corp.
Act II is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that completed its initial public offering in April 2019. Act II focuses on companies in the "better for you" sectors, such as consumer packaged goods and other consumables as well as hospitality, including restaurants. The Company is led by 25-year organic and natural products industry visionary Irwin D. Simon, Executive Chairman.
Mr. Simon has more than 30 years of business experience in many domestic and international leadership and operating roles. Mr. Simon founded The Hain Celestial Group, Inc. (NASDAQ: HAIN) in 1993, which went on to become a leading organic and natural products company with a mission to be the leading marketer, manufacturer and seller of organic and natural, better-for-you products, committed to growing sustainably while continuing to implement environmentally sound business practices and manufacturing processes. He led Hain Celestial for more than 25 years and grew the business with operations in North America, Europe, Asia and the Middle East. Prior to Hain Celestial, Mr. Simon held various marketing and sales positions at a variety of international consumer goods and food companies.
About Whole Earth Brands
Following the closing, the combined company will be rebranded as Whole Earth Brands. Whole Earth Brands will look to expand its branded products platform through investment opportunities in the natural alternatives and clean label categories across the global consumer product industry. Over time, Earth Brands will look to become a portfolio of brands that Open a World of Goodness™ to consumers and their families. Whole Earth Brands expects to list on the NASDAQ stock exchange in connection with the closing. www.whole-earthbrands.com
About Flavors Holdings Inc.
Flavors Holdings Inc., is an indirect wholly owned subsidiary of MacAndrews & Forbes Incorporated. Flavors has two operating units, MAFCO Worldwide Corporation and Merisant Company. Merisant is one of the world's leading manufacturers of tabletop sweeteners. Merisant markets its sweeteners under its flagship brands Equal, Canderel and Pure Via, an all-natural sweetener Whole Earth, along with several other brands in more than 90 countries. MAFCO is a world leader in quality licorice products and specializes in manufacturing licorice extract and related derivatives for use as an enhancer, modifier and moistening agent in various consumer products. MAFCO's primary brand of sweetening and flavor extending products is Magnasweet.
About MacAndrews & Forbes
MacAndrews & Forbes Incorporated owns and operates a diverse array of businesses, tapping into the broad expertise of its management team to support the delivery of best in class products and services to end users and consumers all over the world. Wholly owned by Chairman and Chief Executive Officer Ronald O. Perelman, MacAndrews & Forbes' primary objective is to build, run, and grow great businesses. Our core strategy is to focus our business lines on strong market positions, high quality management with vertical expertise, recognized growth potential and ability to increase productivity. MacAndrews & Forbes' businesses span a wide range of industries, from global leaders in cosmetics to biotechnology and military equipment.
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements such as projected financial information may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "will," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include statements about our beliefs and expectations and the estimated financial information and other projections contained herein. Such forward-looking statements with respect to financial performance, strategies, prospects and other aspects of the businesses of Targets, Act II or the combined company after completion of the business combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the business combination; (2) the possibility that the terms and conditions set forth in any definitive agreements with respect to the business combination may differ materially from the expected terms on which this information is based; (3) the outcome of any legal proceedings that may be instituted against Act II, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (4) the inability to complete the business combination due to the failure to obtain approval of the shareholders of Act II, to obtain financing to complete the business combination or to satisfy conditions to closing in the definitive agreements with respect to the business combination; (5) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (6) the ability to comply with NASDAQ listing standards following the consummation of the business combination; (7) the risk that the business combination disrupts current plans and operations of Targets as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers, obtain adequate supply of products and retain its management and key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that Targets or the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) the inability to achieve estimates of expenses and profitability; (13) the impact of foreign currency exchange rates and interest rate fluctuations on results; and (14) other risks and uncertainties indicated from time to time in the final prospectus of Act II, including those under "Risk Factors" therein, and other documents filed (or furnished) or to be filed (or furnished) with the Securities and Exchange Commission by Act II. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Targets and Act II undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In connection with the proposed business combination, Act II intends to file with the SEC a Registration Statement on Form S-4 and will mail the definitive proxy statement/prospectus and other relevant documentation to Act II shareholders. This press release does not contain all the information that should be considered concerning the proposed transaction. It is not intended to form the basis of any investment decision or any other decision with respect to the business combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the federal securities laws. Act II intends to file a Registration Statement on Form S-4 and mail the proxy statement/prospectus and other relevant documents to its security holders in connection with the proposed transaction.
Act II shareholders and other interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto, and the definitive proxy statement in connection with Act II's solicitation of proxies for the special meeting to be held to approve the proposed transaction, because these materials will contain important information about Targets and Act II and the proposed transactions. The definitive proxy statement will be mailed to Act II shareholders as of a record date to be established for voting on the business combination when it becomes available.
Shareholders will also be able to obtain a copy of the preliminary proxy statement and definitive proxy statement once they are available, without charge, at the SEC's website at www.sec.gov or by directing a request to Act II at 1345 Avenue of the Americas 11th Fl New York, NY 10105. This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Act II, Targets and their respective directors and officers and representatives or affiliates may be deemed participants in the solicitation of proxies of Act II shareholders in connection with the business combination. Act II shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Act II in the final prospectus of Act II, which was filed with the SEC on April 29, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Act II shareholders in connection with the business combination will be set forth in the proxy statement for the business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the business combination will be included in the proxy statement that Act II intends to file with the SEC and other documents furnished or filed with the SEC by Act II.
Non-GAAP Financial Measure and Related Information
This press release includes non-GAAP financial measures which do not conform to SEC Regulation S-X in that it includes financial information (including adjusted EBITDA, PF adjusted EBITDA, free cash flow and free cash flow conversion) not derived in accordance with U.S. GAAP. Accordingly, such information and data will be adjusted and presented differently in Act II's preliminary proxy statement to be filed with the SEC to solicit shareholder approval of the proposed transaction. Targets and Act II believe that the presentation of non-GAAP measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. You should review Targets' audited and interim financial statements, which will be presented in Act II's preliminary proxy statement to be filed with the SEC, and not rely on any single financial measure to evaluate their respective businesses. Other companies may calculate non-GAAP measures differently, and therefore Targets' respective non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP measures to the most directly comparable financial measures is available without unreasonable efforts at this time. Specifically, neither Act II nor Targets provide such quantitative reconciliations due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including percentage of sales attributable to innovation and all constant currency metrics.
Act II and Whole Earth Brands Contacts
Katie Turner / Cory Ziskind
katie.turner@icrinc.com; cory.ziskind@icrinc.com
MacAndrews & Forbes and Flavors Holdings Contact
Josh Vlasto
Jvlasto@mafgrp.com
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