Bylaws - TNAV Holdings Inc.
1.1 Registered Office. The registered office shall be 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, State of Delaware.
1.2 Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.
Section 2. Meetings of Stockholders.
2.1 Place and Time of Meetings. All meetings of the stockholders for the election of directors shall be held at the principal office for the transaction of business as specified in accordance with Section 1.1 hereof, or at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
2.2 Annual Meeting. Annual meetings of stockholders shall be held each year on a date and at a time designated by the board of directors designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
2.3 Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) days nor more than sixty (60) days before the date of the meeting.
2.4 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary (i) at the request in writing of a majority of the board of directors, (ii) at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote and (iii) at the request of a stockholder owning 10% or more of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
2.5 Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.
2.6 Conduct of Business. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
2.7 Stockholders List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
2.8 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.
2.9 Adjournments. If a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
2.10 Voting and Proxies. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder and a proportionate vote for each fractional share so held. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for him or her by written proxy executed by the stockholder or his or her authorized agent and delivered to the secretary of the corporation. No such proxy shall be voted or acted upon after three (3) year(s) from the date of its execution, unless the proxy provides for a longer period.
2.11 Action at Meeting. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
2.12 Action Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
3.1 General Powers. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by statute, may exercise the powers of the full board until the vacancy is filled.
3.2 Number; Election and Term of Office. The number of directors which shall constitute the whole board shall be fixed from time to time by a resolution adopted by a majority of the board of directors or by the stockholders at the annual meeting. The initial number of directors of the board shall be seven (7). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.3, and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.
3.3 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
3.4 Resignation. Any director may resign by delivering a written resignation to the corporation at its principal office or to the chairmen of the board, the president, the secretary or the board of directors. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
3.5 Removal. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series.
3.6 Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.
3.7 First Meeting of Board of Directors. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
3.8 Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board; provided, however, that any director who is absent when such determination is made shall be given notice of the determination.
3.9 Special Meetings. Special meetings of the board of directors may be held at any time and place, within or without the State of Delaware, and shall be called by the chairman of the board, president or two or more directors, unless the board consists of only one director, in which case special meetings shall be called at the request of the sole director.
3.10 Notice of Special Meetings. Notice of special meetings of the board of directors shall be given to each director by the president, secretary or one of the directors calling the meeting. Notice shall be duly given to each director (a) by forty-eight (48) hours in advance of the meeting, (b) by sending a facsimile, or delivering written notice by hand, to his or her last known business or home address at least forty-eight (48) hours in advance of the meeting, or (c) by mailing written notice to his or her last known business or home address at least seventy-two (72) hours in advance of the meeting. A notice or waiver of notice of a meeting of the board of directors need not specify the purposes of the meeting.
committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
3.12 Quorum and Adjournments. At all meetings of the board a majority of the total number of the whole board of directors shall constitute a quorum for the transaction of business. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third ( 1/ 3) of the number so fixed constitute a quorum. If a quorum shall not be present at any meeting of the board of directors the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
3.13 Action at Meeting. When a quorum is present at any meeting of the board of directors, the vote of a majority of the directors present shall be sufficient to take any action, except as may be otherwise specifically provided by statute or by the certificate of incorporation.
3.14 Action Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
3.15 Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the board of directors and subject to the provisions of the Delaware General Corporation law, shall have and may exercise all the powers and authority of the board of directors in management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
3.16 Compensation. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.
The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
4.1 Number and Appointment. The officers of the corporation shall be chosen by the board of directors and shall be a President and Chief Executive Officer, a Secretary and a Chief Financial Officer. The board of directors may also choose a chairman of the board, a vice chairman of the board, one or more vice-presidents, assistant secretaries and assistant Chief Financial Officers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
4.2 Election and Qualification. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a chief financial officer. No officer need be a stockholder.
4.3 Term of Office. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
4.4 Resignation and Removal. Any officer may resign by delivering a written resignation to the corporation at its principal office or to the president or secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office. Except as the board of directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his or her resignation or removal, or any right to damages on account of such removal, whether such compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation.
4.5 Vacancies. The board of directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of president, Chief Financial Officer and secretary. Each such successor shall hold office for the unexpired term of his or her predecessor and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.
executive officer. If the board of directors appoints a chairman of the board, he or she shall perform such duties and possess such powers as are assigned to him or her by the board of directors. If the board of directors appoints a vice-chairman of the board, he or she shall, in the absence or disability of the chairman of the board, perform the duties and exercise the powers of the chairman of the board and shall perform such other duties and possess such other powers as may from time to time be vested in him or her by the board.
4.7 President And Chief Executive Officer. Unless the board of directors has designated the chairman of the board or another individual as chief executive officer, the president shall be the chief executive officer of the corporation. The chief executive officer shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors or the chief executive officer to some other officer or agent of the corporation.
4.8 Vice-President. In the absence of the president or in the event of his or her inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
4.9 Secretary. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. The secretary shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.
4.10 Assistant Secretary. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
4.11 Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer and shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He or she shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, as the president and the board of directors may require, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the corporation.
If required by the board of directors, the Chief Financial Officer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.
4.12 Assistant Chief Financial Officer. The assistant Chief Financial Officer, or if there shall be more than one, the assistant Chief Financial Officers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Chief Financial Officer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Chief Financial Officer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
4.13 Salaries. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. Indemnification of Directors and Officers.
and all interest, assessments and other charges paid or payable in connection with or in respect of such expense, liability and loss) (hereinafter collectively "expenses," which expenses shall also include without limitation any expenses of establishing a right to indemnification or advancement under this section) reasonably incurred or suffered by such agent in connection therewith and such indemnification shall continue as to an agent who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 5.3, the corporation shall indemnify any such agent seeking indemnification in connection with a proceeding (or part thereof) initiated by such agent only if such proceeding (or part thereof) was authorized by the board of directors of the corporation.
The corporation may, by action of the board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.
5.2 Right of Advancement. Expenses incurred by or on behalf of any person in defending any proceeding by reason of the fact that such person is or was an agent of the corporation shall be advanced by the corporation prior to the final disposition of such proceeding; provided, however, that if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this section or otherwise.
5.3 Right of Claimant to Bring Suit. If a claim under either Section 5.1 or Section 5.2 is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including the board of directors, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including the board of directors, independent legal counsel, or the stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
5.4 Non-Exclusivity of Rights. The indemnification and advancement provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the certificate of incorporation. Persons seeking indemnification or advancement may seek either or both at his or her discretion and the pursuit of one shall neither be deemed a waiver of such person's rights to pursue the other, nor shall it have any effect on the outcome of such person's pursuit of the other. Nothing contained in this section shall affect any right to indemnification to which persons other than agents may be entitled by contract or otherwise. Nothing in this section shall restrict the power of the corporation to indemnify its agents under any provision of the Delaware General Corporation Law, as amended from time to time, or under any other provision of law from time to time applicable to the corporation, nor shall anything in this section authorize the corporation to indemnify its agents in situations prohibited by the Delaware General Corporation Law or other applicable law.
5.5 Insurance. The corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, agent or fiduciary of the corporation or who is or was serving at the request of the corporation as a director, officer, employee, agent or fiduciary of another corporation or of a partnership, joint venture, trust or other enterprise against any expenses incurred in a proceeding, whether or not the corporation would have the power to indemnify such person against such expenses under the Delaware General Corporation Law.
Section 6. Capital Stock and Dividends.
6.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the certificate of incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any unissued balance of the authorized capital stock of the corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the board of directors in such manner, for such consideration and on such terms as the board may determine.
6.2 Certificates of Stock. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the Chief Financial Officer or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him or her in the corporation.
of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
6.3 Facsimile Signatures. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
6.4 Lost, Stolen or Destroyed Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
6.5 Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
6.6 Fixing Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
6.8 Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the board of directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
7.1 Matters Requiring Notice for Approval. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile.
7.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
Section 8. Restrictions on Transfer of Stock.
pursuant to the price, terms and conditions stated in the notice, provided, however, that the corporation shall not at any time be permitted to purchase all of its outstanding voting stock. If, within 10 days of receipt of notice from the selling stockholder pursuant to this paragraph (a), the corporation determines that it will not purchase all the offered stock, the Secretary of the corporation shall mail or deliver to each of the holders of at least ó shares of any Series of the corporation's Preferred Stock (collectively, the "Eligible Stockholders"), a copy of the notice given by the selling stockholder to the Secretary. Any Eligible Stockholder or Stockholders desiring to acquire all or a part of the offered stock that the corporation has declined to purchase must deliver to the Secretary by mail, or otherwise, a written offer or offers, expressed to be immediately acceptable, to purchase a specified number of shares of said stock at the price and terms stated in the seller's notice, in a fashion sufficiently timely so that the selling stockholder will be notified, within 30 days of the Secretary's receipt of the selling stockholder's notice, whether the selling stockholder's stock will be purchased pursuant to this Section or whether the selling stockholder may transfer such stock to a bona fide third party offeror. Any sale pursuant to this section must be completed within 60 days of the Secretary's receipt of the selling stockholder's notice.
(b) If the total number of shares of stock specified in the offers to purchase in paragraph (a) exceeds the number of shares of stock offered to be sold which are not being purchased by the corporation, then each Eligible Stockholder shall be entitled to purchase such proportion of the offered stock as the number of shares of stock of the corporation he or she holds bears to the total number of shares of stock held by all of the Eligible Stockholders offering to purchase the stock.
(c) If the total number of shares of stock specified in the offers to purchase in paragraph (a) is less than the number of shares of stock offered to be sold which are not being purchased by the corporation, each Eligible Stockholder wishing to purchase stock in a number in excess of his or her proportionate share, shall be entitled to purchase such proportion of those stock which remain undisposed of, as the total number of shares of stock which he or she holds bears proportionately to the total number of shares of stock held by all of the Eligible Stockholders desiring to purchase stock in excess of those to which they are entitled under such appointment.
(d) The rights provided in this Section 8.1 shall not apply to: (i) any transfer to an affiliate or equity holder of the selling stockholder; (ii) any transfer to a person who is a constituent partner of the selling stockholder on the date hereof; (iii) any transfer to the spouse, lineal descendants or antecedents, parents, siblings of the selling stockholder, or to trusts for the benefit of such persons or the selling stockholder, whether such transfer occurs during the selling stockholder's lifetime or on the selling stockholder's death by will or intestacy; (iv) any pledge of the corporation's Common Stock made pursuant to a bona fide loan transaction that creates a mere security interest to which the holders of a majority of the corporation's Series E Preferred Stock then outstanding shall have consented; (v) any bona fide gift or (vi) any merger or acquisition of the stockholder or agreement to sell or sale of all or substantially all of the venture capital assets of a stockholder, in each such case of which transfer the corporation's Board of Directors has approved; provided that, the transferee shall be bound by the restrictions set forth in this Section 8.
(e) The rights provided in this Section 8.1 shall terminate immediately prior to the closing of the sale of the corporation's Common Stock in a public offering registered under the U.S. Securities Act of 1933, as amended.
8.2 Market Stand Off. If requested by the corporation and the managing underwriter of the corporation's Common Stock (or other securities) of the corporation, the stockholders shall not sell or otherwise transfer, make any short sale, grant any option for the purchase, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) other than Common Stock issued upon conversion of the Preferred Stock of the corporation held by the stockholder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of any registration statement of the corporation filed under the U.S. Securities Act of 1933, as amended (or such other period, not to exceed 18 days after the expiration of the 180-day period) as may be requested by the corporation or the managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that (1) all executive officers and directors of the corporation enter into similar agreements and (2) this restriction shall not apply to any shares sold to an underwriter pursuant to an underwriting agreement hereunder. The obligations described in this Section 8.2 shall not apply to (i) a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future and (ii) a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The corporation may impose stop-transfer instructions and may stamp each such certificate with a legend with respect to the shares of the corporation's Common Stock (or other securities) subject to the foregoing restriction until the end of such period. The stockholders shall execute a market standoff agreement with the underwriters in customary form consistent with the provisions of this Section 8.2.
9.1 Annual Statements. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
9.2 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
9.3 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
9.4 Securities Owned by Corporation. Except as the board of directors may otherwise designate, the president or any vice-president may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by the corporation.
9.5 Evidence of Authority. A certificate by the secretary, or an assistant secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.
9.6 Severability. Any determination that any provision of these bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these bylaws.
10.1 Amendment of Bylaws. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.
That the undersigned does hereby certify that he is the Secretary of TNAV Holdings, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware; that the above and foregoing Bylaws of said corporation were duly adopted in its entirety as such by the board of directors and the appropriate stockholders of said corporation, and that the above and foregoing Bylaws are effective as of October 13, 2009.


Whether you are buying, selling, building, extending, planning, or reacting to what your neighbours are doing, the right advice at the right time is critical.
Our homes are the focus of so much of our lives and investment – and so much of the stress we feel. Whether you are buying, selling, building, extending, planning, or reacting to what your neighbours are doing, the right advice at the right time is critical.
Morrisons Solicitors has a large and comprehensive property practice, with Solicitors supporting clients of all sizes with every aspect of conveyancing, property and land ownership, acquisition, sale, lease and development.
As a multi-office firm in Surrey and South West London we have regional strength but our clients range much further afield, including businesses with property interests nationally.
Whatever the nature of your concern, we offer practical, commercially informed advice and solutions that will help you achieve your goals and protect and grow your assets.
Morrisons are all that a firm of Solicitors should be - courteous, clear and all together professional. I have used the property and estate planning teams for repeat transactions and have always been satisfied with their performance.
Below is a quick overview of a number of the ways in which the Morrisons team is able to support you.
Buying and selling properties, whether as homes or part of an investment strategy, can be a stressful process, especially when transactions form part of a chain of sales, or where there is strong competition.
At Morrisons, we can help you with all aspects of residential conveyancing. Our experienced team holds the Conveyancing Quality Scheme accreditation issued by the Law Society.
With deep experience in tackling Party Wall and Basement Extension disputes, our Dispute Resolution team has established a reputation for expertise and efficiency in these complex and often time-sensitive matters.
Basement extensions are a popular way of increasing the living space within a property where space is at a premium and they can add substantial value.
Our industry-leading basements group is led by Matthew Hearsum, a partner in our Dispute Resolution team.
Whether you're a homeowner, a neighbour or a landlord, property disputes can be distracting, time-consuming and costly.
Our Property Disputes team can help you find the best result.


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iwitness24 East Devon - Exmouth Pavilion and gardens as it was back in 2010.
Exmouth Pavilion and gardens as it was back in 2010.
I walked past Exmouth Pavilion back on Sunday 14th February 2010. This was taken long before the garden was redigned and before the playpark equiopment was installed.
Be the first to comment on Exmouth Pavilion and gardens as it was back in 2010..


text:
Johannes Dieckmann steht für:

 Johannes Dieckmann (Unternehmen), deutsche Verlagsdruckerei

Johannes Dieckmann ist der Name folgender Personen:
* Johannes Dieckmann (1647–1720), deutscher Pädagoge und Theologe, siehe Johann Diecmann
 Johannes Dieckmann (Konsul) (Alexander Johannes Benjamin Dieckmann; 1836–1916), deutscher Konsul und Überseekaufmann, Stifter des Johannes-Waisenhauses in Helmstedt
 Johannes Dieckmann (1893–1969), deutscher Parteifunktionär, Präsident der Volkskammer und stellvertretender Vorsitzender des Staatsrates der DDR

redpajama_set_name: RedPajamaWikipedia


Last year, 'declassified' videos of numerous ufo encounters and reports of a top secret pentagon program to investigate them made headlines around the world. Now, fresh details about the bizarre backstory to one of these unexplained incidents have emerged, courtesy of a recently leaked confidential military report that describes "several occasions" where the us navy detected anomalous aerial vehicles (aavs) in late 2004.
But as the document makes clear, the incident wasn't just a one-off, but a week-long series of strange run-ins with Anomalous Aerial Vehicles or AAVs, which "would descend 'very rapidly' from approximately 60,000 feet down to approximately 50 feet in a matter of seconds". Once these Anomalous Aerial Vehicles or AAVs dove, "[t]hey would then hover or stay stationary on the radar for a short time and depart at high velocities and turn rates".
"It was the only area and type of whitewater activity that could be seen and reminded [the pilot] of images of something rapidly submerging from the surface like a submarine or ship sinking," the report reads. "It is possible that the disturbance was being caused by an AAV but that the AAV was 'cloaked' or invisible to the human eye."


Be it a funny travel episode, an adventurous anecdote or an inspiring narrative - you can share all kinds of travel tales here! Send stories from your trips and read amusing, informative and amazing tales of fellow travelers. Visit our homepage for more details.


Think of Shiftpods as tents on Dark-Out super composite fabric. It's the steroids of the outdoor shelter world. Shiftpods are quick-pitch geodesic domes made with synthetic down thermal insulation and ultra-reflective UV layers that serve as high-performance accommodations without taking up much more room than your standard canvas and poles.
Advanced Shelter Systems sells their Shiftpods in 2.0 and Mini versions. Both feature the 7-layer Dark-Out fabric, which both reflect and block light to make it easier and more comfortable to sleep in bright sunlight. The Shiftpod2 has room for up to 6 sleeping mats that can accommodate as many 6'0" tall people. Or you can inflate a queen size airbed and a few furnishings to turn the pod into your movable vacation home. If you've got the need and the cash, you can buy a pair of Shiftpod2s and connect them with tunnels.
The Shiftpod Mini is a smaller and lighter weight version of the SP2 that packs down small enough for backpackers to carry with them.
Muchas danke to Bless This Stuff.


text:
Sanpete County's Newest Volunteer Recruits Put To The Test In Hilltop Fire
KUER 90.1
Published August 8, 2018 at 12:06 AM MDT
Utah Fire Info
A photo of the Hilltop Fire in rural Sanpete County.
Update 8/8/18 3 p.m.
The National Interagency Fire Center is keeping tabs on seven wildfires in Utah, including the Hilltop Fire in drought-stricken Sanpete County. Officials say the fire is 12 percent contained, and flames have burned nearly 3 square miles so far. Nearly 170 personnel are working the Hill Top Fire. That's about twice as many as Tuesday.
A fast-burning fire in central Utah has scorched 1.5 square miles and threatened 500 people in communities around Sanpete County.
Fire investigators confirmed on Tuesday that the Hilltop fire was caused by human activity. Nearly 100 firefighters are on the scene battling the blaze, which is not yet contained.
Utah currently has seven active wildfires that have scorched 70,000 acres, according to the National Interageny Fire Center. Gov. Gary Herbert told Fox 13 on Tuesday it's been one of the worst fire seasons in recent memory.
Last spring, Sanpete County recruited volunteers to learn wildland firefighting.
Marty Duitz is the fire department administrator and former chief in Indianola, where the Hilltop Fire erupted Monday. He spoke with KUER about the department's newest recruits and how they're handling the latest fire.
Duitz: We've got five new recruits. And the training they go through is through [the Utah Fire & Rescue Academy] — that's up at Utah Valley University. ...But they do it online and then we give them the skills that they have to pass, so they're tested on the requirement class for wildland firefighter qualifications.
Q:So is it too soon for them at this point … for any of the new recruits to be helping out on the Hilltop Fire?
Duitz: We already have some that are helping out, just not on the fire line. They have to be red-carded before they can go out on the fire line. But there is plenty of stuff around the station, especially now.
Q:I hear a little bit of activity there at the station. What's it like there right now?
Duitz: Like a zoo. But did we get people coming in and out and we've got people coming in for water ... for their engines.
Q: Can you give me some statistics in terms of your crews out on the fire and how that's working over a 24-hour cycle?
Duitz: We've got departments from all over the county, including BLM and U.S. Forest Service, State Fire. Yeah — probably five or six of the departments in the county that are up here assisting. Our units themselves are over in Milburn doing structure protection right now.
Q: How many structures are threatened — any idea?
Duitz: Well, Milburn has a lot of homes — mostly it's farmland and ranches. But, last night, there was one major structure protection. And they ended doing a backburn before the fire got there, and they were able to save that structure because the fire came up to the burn that they had already done. Without that backburn I'm quite sure that the house probably would have been destroyed.
Q: The lieutenant governor tweeted that at least a couple of structures were saved by some volunteer crews. Do you know anything about that?
Duitz: Yeah, that's the ones that were ... The one specifically is the one I'm talking about. It is a very very nice home — custom home — that was built, I don't know,10-12 years ago. Definitely a high-dollar home.
Q: Were you on the fire in Fairview, that was quite big, and wondering how fighting this fire compares to to that one?
Duitz: The last one was in 2012 — the Wood Hollow fire. Totally different fire. That one was in the wide open, started in Fountain Green, and came right here to Indianola, and then went south to the northern part of Fairview. That was a type 1 fire, which is the biggest fire reading.
NewsWildfireshilltop fireutah wildfires
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Simulating The Weather Created By Fire In New Study

redpajama_set_name: RedPajamaCommonCrawl


text:
K-State women's soccer signs Riley Baker to NLI
Image courtesy kstatesports.com
MANHATTAN – Kansas State Soccer Head Coach Mike Dibbini continues to strengthen the 2021 roster, as the Wildcats have signed Riley Baker to a National Letter of Intent.
"Riley Baker is an athletic attacker that can create chances for either herself or her teammates," said Dibbini about the seventh freshman for the 2021 roster. "She loves the challenge of scoring goals and she is very opportunistic in the attack."
Baker has played club soccer with FC Dallas in the Elite Clubs National League (ECNL). During her club career, Baker has tallied 56 goals in Development Academy and ECNL matches. In 2018, Baker helped the FC Dallas U15 squad win the 2018 Development Academy National Championship by scored 17 goals in 34 matches.
K-State capped its Big 12-only schedule with a record of 3-6-0. This marked the most wins in league play since the program started as a member of the Big 12 in 2017.
The Wildcats, winners of three of their final five matches, also clinched a seventh-place finish in the league standings which marked its highest finish in the league standings.
Kansas State 2021 signees
Name, Position, Hometown, School
Adah Anderson, M, Kansas City, Mo., Park Hill South HS
Riley Baker, F, Flower Mound, Texas, Flower Mound HS
Rebecca Bartosh, M/D, Hiawatha First Nation, Ontario, Canada, Pittsburgh/Thomas A. Stewart
Katy Coffin, M, Grand Junction, Colo., Grand Junction HS
Kenzi Gillispie, D, Newton, Kansas, Circle HS
Juliann Kidd, D, Houston, Texas, Memorial HS
Jael Larson, F, Durango, Colo., Arizona State/Durango HS
Joey Lujan, M, Gilbert, Arizona, Perry HS
Brooke Sullivan, F, Wichita, Kansas, Goddard HS
Kursten von Klahr, D, Kannapolis, N.C., North Carolina State/Northwest Cabrrus HS
Marisa Weichel, F, Papillion, Neb., Texas Tech/Papillion-LaVista South HS
– kstatesports.com –


text:
Crystallis: From March Madness to April Anarchy
Crystallis, taken from term crystallization:
The formation of solid mineral by a series of chain reactions, resulting in a repetitive pattern that extends in all spatial dimensions.
Crystallization also occurs within a metaphorical dynamic while making ideas come to life. The process of combining thought and ideology within a collective pool takes place during the creation of a grand design.
Notice the recent series of events corresponding to the materialization of rigid GOP/Right Wing principles forming before our very eyes.
Our expanding American frontier continues to regain an ominous theme of expressing proud imperialistic heritage that has been overstimulating the airwaves.
An ever present phenomenon that seems to artfully and collectively broadcast a message of both American glorification and the mockery of foreign principles/beliefs.
With an eye on the media, witness the slow formation of their most insidious deeds as this agenda has begun to crystallize and take form into wretched brilliance.
Listed below are events, movies, and TV shows within an oddly timed sequence throughout March & April 2012. Please be aware, the message below will not be eloquent, it will be (quite tragically) very literal and a reflection of our most troubling times. A connective chain of relevance in zero chronological order:
Starting with Romney's shining endorsement from the Big Pimp Daddy himself, former Director of the C.I.A., former Vice President, and former President of the United States, George H.W. Bush.
Don't worry kids, more Bush and CIA to follow soon enough…
From one legend in his own right to another, we observed with great discomfort as Muhammad Ali was displayed akin to domesticated livestock during an opening pitch ceremony in Miami, Florida. A gallant display unveiling Ali in his current condition, the opinion of most, as a fraction of a titan. To showcase this morbid use of symbolism of a hero in this state, allowing the public to sympathize with an Olympian idol was beyond questionable.
Marlins owner Jeffrey Loria said Ali's appearance actually has been in the works for two months… Mmmmhmmm
"I wanted to give the fans the sense that we're doing special things here," Loria said. "He is still the most famous person on the face of the earth."
Read more: http://sportsillustrated.cnn.com/2012/baseball/mlb/04/04/marlins-ballpark.ap/index.html#ixzz1sX2AcQnj
North Korea poised to display ballistic advancement was pageantry for some, a military crisis for most.
Those who began to take high notice, like paranoid jittery squirrels, began to take defensive actions during this prophesied world war against American forces.
Yes, America with our abundant overflow of nuclear warheads, we should be justified in our obvious vulnerability. The outcome was spectacle for the world to see, allowing America, of all countries, to observe with divisive laughter and defiant ridicule.
We sit on our leather-bound wingback recliners and watch another country attempt in imposing American ingenuity and might.
But why and why now?
Consistent coverage of gluttonous GSA workers and Secret Service personnel is currently being funneled down the multimedia pipeline. Boastful spending has, of course, hit viral capacity.
These workers were resourceful enough to heed the call, to take action, to record their parasitic Spring Break antics, reaping the benefits of luxury in varying degrees and altitudes.
Access of taxpayer dollars led toward devious spending sprees, making international news that's quote "currently under investigation for review: someone will be going to jail for this" (according to a CNN News Ticker).
The level of cronyism was apparent and appropriate as Sen. Liberman advised that it's best for the White House to conduct its own internal investigation.
Sure, these oily pigs will be processed out of jail so quick and easy, their limo will be eagerly waiting for them outside. Instructing the driver to leave the engine running as they continue to shuffle some bothersome paperwork…
A woman's role within achieving American equality has become compromised yet again under dogmatic Conservative powers. Electing ex-frat boy conduct to rally around old-fashioned misogyny, lawmakers demonstrated a new purpose for the violation of the female body.
This in addition to the override of choice with imposing "Person-hood" restrictions is yet another form of Neanderthalic backslide.
The GOP: War on Women
http://front.moveon.org/the-big-problem-the-gop-just-created-for-themselves/
What they have done may very well disprove laws of evolution, particularly with presiding lawmakers that have exceeded their legitimate usefulness.
Additional restrictions are currently being ushered-in proposing laws to increase methods to minimize Voter Fraud and American citizenship (something that the vast American public has demanded with great conviction).
As this subject is often a case of "much to do about nothing" (in light of systematic recalls/recounts/"lost votes") citizen voting have become archaic forms of measure and reason. Super-Pacs and billionaire sweepstakes often shift the power struggle of allowing privileged citizens to change the landscape as they see fit.
To widen the gap even further, lawmakers (of the Neanderthal kind remember) have mandated certain areas to enforce Voter ID Card guidelines. This new card will need to stuffed in your overcrowded card holder among your maxed credit card(s), driver's license, Baskin-Robbins Ice Cream of the Month Card and debit card.
That is, if you have been informed about the new change in the first place. With this amount of bureaucratic busy-work, surely government officials would never attempt to deter voting rights in its most basic form, would they?
Oh wait, and the whole Trayvon Martin/George Zimmerman trainwreck as well.
A multicultural field-frenzy maintaining a slow dose of racial divide that is attempting to cause great harm to our American culture. Predominant portions of March and April have been riddled with news segments addressing all of the details as they become available within this "trending" case.
"I am sorry for the lost of your son."
In the wake of flashy Trayvon Martin graphics, this media attack is the slow yet rewarding process of beautiful Crystallis.
Crystallization, selecting from of a collective pool of thought or ideology, drafting this design to artfully arrange this cruel image of racial distraction.
To properly accessorize the moment, odd sequences of similarly themed broadcasts have been aired across multiple networks during this timeframe. At the height of Hoodie Themed citizen protest and outrage, these networks were diligent enough to present for our viewing pleasure:
"Get Rich or Die Tryin' " : a hip hop star's "autobiography" reliving his adolescence within inner-city violence, often wearing a dark hoodie with a concealed weapon.
"The Express": a drama based on the first African-American to win the Heisman Trophy during a horrible Segregationist period. The first 5-minutes of the movie illustrated the tone as the protagonist was approached by agitators and was addressed as a "black dumb nigger."
"National Security": slapstick comedy a la 2003 that revolves around running gag involving Martin Lawrence's character being "assaulted" by LAPD officer Steve Zahn. The message and imagery, with its timeless importance, must have been top priority for network executives; it aired twice during the weekend of early April.
Why? Where is the social relevance of these features, this including a Rolodex of other select timeslot fillers as well:
Piers Morgan Tonight decided to have Rodney King as a guest recently. You know, just to have a chat to see how he's getting by in life. Definitely not trying to court some method of media suggestion toward our society, are you now? This in conjunction to the upcoming VH1 documentary entitled "Uprising: Hip Hop and The LA Riots"… Of course…
"To Kill A Mockingbird" was aired with limited commercial interruption with a marketing cherry-on-top; President Obama was able to reserve time for personally introducing the film's 50th anniversary.
President Obama introduces To Kill a Mockingbird
http://www.youtube.com/watch?v=qs4nkk_qQTk
The timing of this legendary tale of accusation and socially/racially charged dramatics automatically build layers of suspicion. Mmmmkay, "Mockingbird". Remember this kids, "Mockingbird" will be mentioned again very shortly…
Conversely, the recent upswing of TV shows that uphold very traditional, questionably Confederate based imagery have become repetitive visual assaults. One would question a theory of the media's intent of forging a pathway that would outline proud "Southern Strategy" and its quest to dominate the airwaves:
-Sons of Guns & American Guns
-Discovery Channel's "Top 10 Shootouts"
-Mentioned on a previous blog post, the visit at a gun range by once famed Rick Santorum. An on-looker encouraged him to visualize President Obama in his direct line of fire.
Hmmmm, let's re-upload the video file:
-CNN's coverage of the new book entitled "Battle of Shiloh" depicting the Civil War's most gruesome conflict amongst American citizens.
-The announcement of a new star studded mini-series to air entitled "Hatfield & Mccoys"
http://popwatch.ew.com/2011/08/16/kevin-costner-bill-paxton-hatfield-mccoys/
-What? A bobble-head maker is getting media attention for the John Wilkes Booth replica he's created, and selling:
http://news.yahoo.com/video/kansascitykmbc-18211647/kc-artist-defends-booth-bobblehead-28762642.html
- A surge of Nikon Rifle Scope advertisements across multiple networks.
- The well publicized announcement of Charles Manson's 2012 parole that was reviewed and promptly denied. This, in part, due to his Helter Skelter antics he was/is highly hopeful for an inevitable social clash to come into fruition.
What timing, there has been claims as well as streams of CNN coverage reporting Manson's possible "love child" Matthew Roberts has vocalized his concern passing the legacy.
Yeah, time to find Maury Mr. Manson.
-Nicholas Cage's portrayal in "Drive Angry" is pure testosterone fuel. As a vengeful father on a murderous shooting spree after returning from Hell, he firmly uses his methods to "Stand His Ground" time and time again. He is virtually indestructible, MANeuvers muscle cars to their maximum MAN-HANDLED potential, and shoots his assailants with ammo to spare (hmmmm… flashback of United States Sgt. Robert Bales gunning down Afghans).
The conclusion of these shootouts (both fictional and not) will ultimately bleed into the recent events taking place at the April 2012 NRA convention.
Members of the NRA, according to their executive vice-president Wayne LaPierre, "represent the very best of America's character and strength".
NRA's insistence of colorfully illustrating that:
"This is our moment, our destiny, our place in the history of preserving
American liberty!
This is our time, our election to rise up and fight for ALL our rights.
It's all or nothing and we will fight and defend our nation because we must. And we will prevail! We will prevail and we will stand for who we truly are.
We are Americans! We are patriots! We are the NRA and in this election, by God, we are ALL IN!"
Ummm, all the ALLs were All Caps.
All in for what? Why Now?
What is the intention behind his podium with an ensemble cast of middle aged, upper class American men?
Oh what impressive timing, for a more in-depth analysis of this hateful rant, lets listen to what NRA posterchild Ted Nugent (Da' Nuge!) has to say about his suggested Patriot Act:
"Chop their heads off in November"
These men, these "Braveheart" men, brandish an array of automatic weapons but seem to fail in the notion of brandishing an opinion in regards to obvious American racial division. These images have been stitched into our patriotic fabric, addressing corruptive motives overlapping moments of delusional and entitled glory.
An odd sequence of events, certainly not by luck, but by meticulous arrangement. The kind of arrangement that requires massive amount of coordinated effort to serve a singular purpose. A crystallization of law and theory that will provide an outline for great domination over the mind and even weaker body.
Covert operations led by the C.I.A. have maintained a metaphoric stranglehold toward American ideology, all funded with citizen taxpaying dollar. One act of organized crime has been disclosed within Operation Mockingbird (Ha! "Mockingbird". Cleaver nicknames boys) that was(?) implemented to instruct the media to air fabricated stories authored by the CIA.
CIA Admits Using News To Manipulate the USA
http://www.youtube.com/watch?v=hLVnjD_7KCw&feature=player_embedded
A governmental scheme that would carry the ruse of Patriotic struggle into American homes and hearts, paving the way of citizen manipulation to carry out well calculated, insidious deeds for domination.
To execute and maintain this legacy would require continuous dedication and hands-on experience. Leaders within this operation should have a high pedigree of privilege and firsthand knowledge. Consequently, the shortlist of likely candidates pertains to a very small circle.
Those within the Executive Class having access to "power" with the intention of never letting it go anytime soon and passing it down through generations.
An American Monarchy portrayed at its highest state of brilliance, cheers to Big Pimp Daddy himself, former Director of the C.I.A., former Vice President, and former President of the United States, George H.W. Bush. To forge stories with divisive yet artistic imagery, combined with intent toward citizen divide (preying upon racial, social, and economical prejudices) is a crushing blow, a haymaker to flatten autocratic resistance.
"I'm going to be so much better a president for having been at the CIA that you're not going to believe it." -GHW Bush
The surname alone maintains a level of lingering modern relevance has been elusive and shadowy, just as The Bushs would prefer it most likely. Indeed, such intention has become transparent as crystal, an inside joke that bares such intention that depraves the human spirit and aimlessly fails social outreach.
Congratulations are in order; this is our modern, American potential on the verge to become realized.
A crystal is starting to form into its final stage, a crystal forged with the blood of the fallen, from the sweat of our labor; the glorious U.S.A., our United States of Arrest.
All operating within this current administration that is truly E-FAT: Evil, For All Time.
Romney Wants To Eat Your Soul
The poor interviewer-guy. He's caught in the hypnotic gaze by that creepy Mormon vampire Lastat.
Crap, that's not Lastat, its Willard Mitt Romney... Double-crap, Lastat wasn't Mormon, was he???
From the video footage below, you can observe as Mitt does not break eye-lock with the interviewer for 95.7% of the time. Lurking over him like a starved carnivore stalking his prey, ready for takedown, ready for his bloody meal.
Well, that was a long time ago, like almost 20-years.
I'm sure he was able to fine tune his stage-presence and work social respectability.
The creep factor just doesn't seem to fade away, now does it? Like a leering used car sales man that's breathing heavy, eager to seal the deal to coordinate your many payment options. Somehow relying on some sort of outline or gameplan that continues to alienate a growing populace.
A nefarious character with an alleged car-elevator garage would bear a hint of resemblance of a fictional tycoon. See if you can test your skills to distinguish between fantasy and reality (?) with this pop quiz:
Such a passionate man with charm and charisma to spare...You have the endorsement from huggable American Ambassadors such as Donald Trump and George H. W. Bush.
Your so close Willard! Go for presidential gold and defeat Obama in 2012!
Stand Your Ground Soldier, and Reload!
Back by popular demand, multiplied coverage featuring shootings/killings of "suspicious" men are being reported and streamed across the globe.
Each story providing gruesome details of conflict and take-downs (very successful take-downs if I might add), each occurrence resulting with hazardous aftershocks toward humanity's attempt for social tranquility, is comparable to heart-break, is comparable to nuclear fallout.
///////////////////////////
We now have 19 year old Kendrec McDade:
McDade, a college student who was accused of stealing contents from a gentleman's car in Pasadena California. The accuser, Oscar Carrillo, called 911 stating that he was just robbed by a group of armed black men…
at the back of a taco stand… The police was successful in tracking the young man down and was able to appropriately lay down the law assess the situation.
McDade was unarmed according to the authorities, but you may never know when "Breaking News" will announce that "a new investigation has surfaced with footage of McDade carrying a switchblade!"
We now have 60 year old former Railroad Police Officer Howard Morgan:
Morgan was pulled over on his way home the morning of... February 21, 2005. He soon discovered that the police had stopped him for an alleged traffic violation.
Though identifying himself as a police officer, Howard Morgan was forced from his vehicle and shot multiple times by four police officers. He was charged with 4 counts of first degree attempt murder and three counts of aggravated battery and one count of aggravated discharge of a firearm. Officer Morgan was shackled to his hospital bed for over 6 months. Medical testimony indicated that Mr. Morgan had 28 bullet wounds, the majority of which were to the back of his body.
We now have Jimma Reat, a 26-year-old from Sudan:
http://www.youtube.com/watch?v=J9C8YUnVXsQ
Reat and his party called 911 to report they were being threatened and pursued by four men. The dispatcher "instructed" them to return to the scene of origination as police assistance was en route. The same group of men (it has been reported that these were four Hispanic men) shot and murdered Reat, still, without any apprehended suspects.
So, this collection of dead dark-skinned bodies are beginning to stockpile. As in any case, the decomposition phase has been known to cause a distinguishable and foul odor.
It stinks. As in the plausibility of these tales of murderous tragedy, fostering as many holes in its foundation as it has bullet wounds.
Taking a back step away from the dramatics that is so abundantly in front of our plasma screens, there has been a repulsive multimedia trail having connected ties to these events.
With great timing, The Oprah Winfrey has now entered the arena.
Challenging Zimmerman to a dialogue duel, on the world's stage, and more than likely, on her terms.
Most definitely as what The Oprah says, goes.
And goes.
CNN's persistent coverage, that is carefully dissecting all of the evidence within the Trayvon Martin case, has been flooding the airwaves.
Recent tertiary related programs, such as their "Kids on Race" offers a host of concerns, on this distractionary round table, raising children in this Melting Pot society.
Despite our ongoing disputes to chastise ourselves how this country objectifies racial tension, so many of our citizens remain deadlocked on how we should be maintain our borders. Specifically the borders dividing the southwest territories.
Much to the effect of chastising those who we deem as directly responsible for border security issues, as represented from the pointed finger of Arizona Governor Jan Brewer:
Actually, certain bloggers would have preferred to re-imagine this visual with a different interpretation (she felt "a little threatened (suspicious)" after retelling this encounter):
Current Arizonian legislation has granted law enforcement officers to determine an individual's immigration status (usually someone dark-hued complexion, brown usually) during a "lawful stop, detention or arrest".
The powers within SB 1070 allow officers to assess each confrontation while utilizing "reasonable suspicion" in order to investigate that individual's government registration.
Basically, see any reference to the Yellow Badges used during the Nazi occupation, which is hauntingly comparative by variable historical degrees.
Speaking of Nazi occupation, the television show "Sons of Guns" just aired a segment showcasing a client's prized possession.
An antique MB 18, which was the effective sub-machine gun favored by Nazi forces during WW 1 & 2. Of course; Nazism, well known for dramatic propaganda to agitate themes of national pride and political tradition, are a relic of the past…
Despite all of our efforts, there are governmental and economical powers at large who covet the time-era for social divides and restriction of free will.
This reflection of our modern society are mutated versions of those dreadful, infamous times. Honestly, I really don't want to go back to 1950's.
Air conditioning wasn't commonplace back then, plus, WiFi and cell phone reception was terrible back then…
At this point in time, anyone who challenges the notion by discounting race within these cases are (at best) fooling themselves, or (at worst) a cog in this cycle of deception most despicable.
It's completely contrary towards basic human understanding, human appreciation, and human compassion. This, propelling the agenda for distrust amongst ourselves is very much a distraction towards human advancement as we are all, a human community and indebted to Mother Earth.
To advocate low-level discriminatory tactics to remain armed and divided at all times is a step toward de-evolution. This in part is due to proposed "suspicious" activity that is lurking and dubiously found around them.
Greyhounds: The Coolest Commercial On This Planet
Amazing. I was spellbound after witnessing this video. Just watch.
The complete, unabridged version listed here:
With such a high threshold of creativity, its painful to remain optimistic towards humanity's current capacity to bring concepts such as these into normal, everyday life.
Some might say that we are definitely making some progressive generational achievements. There's an argumentative percentage that will disagree and would qualify applied advancements to be, at best, snail paced.
Personally, this Swedish House Mafia themed Absolut Vodka commercial reminds me of the many hours logged playing the WipeOut series (thank you Psygnosis!!!) on the "old and faithful" Playstation during the 90's.
Both videos carry similar vivid themes fostering visions of the future that display human potential in a frenetic form of sport.
Did anybody else get a heavy wave of nostalgia just then? Or, perhaps I'm one of the few WipeOut 3 (Wip3out) fans who inadvertently is revealing my age and 90's teenage temperament.
Although we are far away from cybernetic "Avatar" -like Greyhound racing and anti-gravity death racing, one might wonder why our society is soooo far off from materializing these concepts.
The sheer amount of technological advancement during the past two centuries appear to have its sporadic peaks of excitement.
Human potential to this very day is still uncharted to a fascinating degree (human echolocation, memory recall, restorative/repairing qualities, etc.). One also must take into consideration the many variables that have proven to be constricting possibilities for evolution, of which are socially acceptable factors of everyday life.
Research analysts have provided details on revealing a link between Low Intelligence & Conservative ideology that bonds like-minded individuals within a dangerous collective.
Many of these ideas generate potential prejudices within adults, who ultimately contribute to our working society and can become lawmakers and members of our democratic Congress.
Conservative ideology (ranging from Moderates, Tea-Party members, and nationalist Nazis) maintain restrictive concepts that are counter-productive toward social unity and sustainability.
In fact, most Conservatives would scoff at the idea addressing unity and sustainability, which is the antidote for constant and underlining racial/social alienation.
It is a train of thought that is foreign to children & adolescence who are introduced and mentored during their impressionable years to entitled thinking.
Eventually, a thought process known as "DoubleThink" begins to occur, in which instinctive actions and desires are subconsciously overruled by contradictory beliefs brought on by society.
These methods of fooling oneself to live by a creed that is harmful toward themselves and others create mental-blocks (mental-barriers or mental-locks). Think of the Hoover Dam, its a preventive tool that restricts the irrigation of the Colorado River. Thus reducing the percentage of mental processes and restricts willing minds to but themselves in a self-induced handicap.
Conservative ideology have been overwhelmingly successful with installing "DoubleThink" Dams that prevent humans to evolve and utilize our vast mental capacities. One might also consider this generational gesture of social arrangement to be a weapon of sorts, an instrument of psychological warfare to trap people within their own cage of misery and self-loathing. Previous civilizations that utilized sophisticated practices that confound scientific minds to this very day (Mayan, Egyptian, early Chinese Dynasties, etc.) thrived and were Christ-Free.
Any coincidence the coalition of Conservatives have stubbornly rigid approval of the predominant Christan faith?
No surprise, concepts of Conservatism & Christianity are the chromosome deficient offspring of less favorable practices of Malice and Corruption.
All of this after watching The Coolest Commercial On This Planet.
These futuristic images such as the hyper-stylized "Greyhounds" provided a glimpse into humanity's inner desire to surpass the many harmful threats of acceptable Methods of Modern Mind-Lock.
Thank you very much, if you'll excuse me, I'm gonna take a small break and load up on some much needed Wip3out time ;)


text:
Q: MATLAB plotting trajectory I would like to plot the angular velocity of point B by using MATLAB. However, there is some mistake in my code for angular velocity that I couldn't fix.

The length of the input link OA of the mechanism is r = 50 mm, length of AB is l = 150 mm. Fixed coordinates of point C are xC = d = 80 mm and yC = 0 mm.
Angular velocity of OA is ω = 15 rad/s.
   %Full trajectory of B

%Linkage dimensions

clear
r = 50;
l = 150;
xC = 80;
yC = 0;
n = 361; % Number of position calculations
fii = linspace(0,2*pi,n);
omega = 15;
[xA,yA] = pol2cart(fii,r);
d = xA + xC;

alpha = atan(yA./(xC-xA));

lx = l*cos(alpha);
ly = l*sin(alpha);

xB = xA + lx;
yB = yA + ly;

plot(xB,yB) %Plots the trajectory

title('Full trajectory of AB')

% Angular velocity of AB

for ind = 1:n
omegaAB(ind) = (-(r^2-d*r*cos(fii))/(r^2 + d^2 - 2*d*r*cos(fii)))*omega;
end

figure(2)
plot(fii,omegaAB, 'linewidth', 2, 'color', 'red')
title('Angular velocity of AB')
ylabel('\omega_{AB} [1/s]')
xlabel('\phi [rad]')

A: I think there is just one mistake in your code when you compute alpha:
alpha = atan(yA./(xC-xA));

This gives the following trajectory:

A: Your code is partially vectorized but you're still looping over ind which is why you are getting matrix dimensions errors.  You can either remove the loop and make it completely vectorized or you can make sure that all of your vectors with length n are indexed properly:
for ind = 1:n
    omegaAB(ind) = (-(r^2-d*r*cos(fii(ind)))/(r^2 + d(ind)^2 - 2*d*r*cos(fii(ind))))*omega;
end

redpajama_set_name: RedPajamaStackExchange


text:
Veselin Aleksandrov Topalov (born 15 March 1975) is a Bulgarian chess grandmaster.
Topalov became the FIDE World Chess Champion by winning the FIDE World Chess Championship 2005. He lost his title in the World Chess Championship 2006 match against Vladimir Kramnik. He won the 2005 Chess Oscar.
Magnus Carlsen wins Grand Chess Tour Paris 2017
At the end of 9 rapid and 18 blitz rounds of Grand Chess Tour Paris 2017, Magnus Carlsen was tied with Maxime Vachier-Lagrave for first place with 24 points apiece, thus they faced off in tie-break games.
After two tie-break games, Carlsen came out victorious with 1.5 points vs. MVL's 0.5.
Grand Chess Tour Paris 2017 Blitz Games
Magnus Carlsen leads on Rapid Day 2 Grand Chess Tour Paris 2017
Day 2 of three rapid games for Rounds 4, 5 and 6 of Grand Chess Tour Paris 2017: Magnus Carlsen scored another impressive 2 wins and a draw, including his Round 4 win against Wesley So.[replay]
Grand Chess Tour Paris 2017 Game Results
[csvtable file="http://chesshive.com/wp-content/uploads/2017/06/gct-paris-2017-round-4-results.csv"]
Carlsen and So lead Grand Chess Tour Paris 2017 after Round 3 Rapid
The first stop of the Grand Chess Tour 2017, the Grand Chess Tour Paris 2017, kicked off with three rapid games in one day.
The Grand Chess Tour Paris 2017 is composed of 9 rounds of Rapid Chess, with the time control of 25 minutes for each player for the whole game plus 10 seconds delay per move, and 18 rounds of Blitz Chess, with the time control of 5 minutes for each player for the whole game plus 3 seconds delay for each move.
Grand Chess Tour Paris 2017 Rounds 1 to 3 Results
[csvtable file="http://chesshive.com/wp-content/uploads/2017/06/gct-paris-2017-round-1-3-results.csv"]
Grand Chess Tour Paris 2017 Rapid Games
May 2017 FIDE Ratings Update
In this month's FIDE ratings update, Vladimir Kramnik is back at No. 3 and Levon Aronian at No. 6.
FIDE Ratings Top 20 – May 2017
[csvtable file="http://chesshive.com/wp-content/uploads/2017/05/fide-top-20-may-2017.csv"]
Check out the complete Top 100 list for May 2017.
Mamedyarov Wins Shamkir Chess 2017
Shakhriyar Mamedyarov successfully defended his title as he won the 4th Vugar Gashimov Memorial — Shamkir Chess 2017. This happened despite having lost the Round 8 game against Radoslaw Wojtaszek.
Wesley So wasn't able to catch up as he drew both his Round 8 and 9 games.
Round 8 Results
Karjakin, Sergey – Eljanov, Pavel 1-0
Kramnik, Vladimir – Adams, Michael 1-0
So, Wesley – Radjabov, Teimour ½-½
Topalov, Veselin – Harikrishna, P. ½-½
Wojtaszek, Radoslaw – Mamedyarov, Shakhriyar 1-0
Adams, Michael – Wojtaszek, Radoslaw ½-½
Eljanov, Pavel – Kramnik, Vladimir 0-1
Harikrishna, P. – So, Wesley ½-½
Mamedyarov, Shakhriyar – Topalov, Veselin ½-½
Radjabov, Teimour – Karjakin, Sergey ½-½
Topalov, So and Mamedyarov win in Round 6 Shamkir Chess 2017
It was an action-packed Round 6 of the 4th Vugar Gashimov Memorial – Shamkir Chess 2017, as 3 of the 5 games were decisive.
It's now two-in-a-row for Wesley So, after a slow start in this tournament, as he won this round again, this time against Sergey Karjakin.
Shamkir Chess 2017 Round 6 Results
1 Topalov, Veselin 1-0 Eljanov, Pavel
2 So, Wesley 1-0 Karjakin, Sergey
3 Adams, Michael ½-½ Harikrishna, Pentala
4 Wojtaszek, Radoslaw ½-½ Radjabov, Teimour
5 Kramnik, Vladimir 0-1 Mamedyarov, Shakhriyar
Wesley So Beats Kramnik in Round 5 Shamkir Chess 2017
Wesley So won his Round 5 game against the former World Champion, Vladimir Kramnik, in the 4th Vugar Gashimov Memorial – Shamkir Chess 2017. As such, So reclaimed the 2nd place in the live ratings ranking:
Meanwhile, Sergey Karjakin also won in this round against another former FIDE World Champion, Veselin Topalov.
Kramnik wins in Round 4 Shamkir Chess 2017
Vladimir Kramnik won his game against Pentala Harikrishna in Round 4 of 4th Vugar Gashimov Memorial — Shamkir Chess 2017. The rest of the match-ups were drawn.[replay]
[csvtable file="http://chesshive.com/wp-content/uploads/2017/04/shamkir-2017-round-4-results.csv"]
Thus, Shakhriyar Mamedyarov still leads at the end of Round 4, with 5 more rounds to go:


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