text:
Bandicoots, Knitters and Stella Stevens
Stella Stevens swept into Fritzel's wearing a white crocheted dress, which swept in a quarter of an inch later.
"Here we go on the grub kick," she said.
The lady in the next booth said: "Excuse me, but I couldn't help wondering - is that a hand-crocheted dress?"
"Yes," said Stella.
"How wonderful," said the lady. "I knit myself."
"How wonderful," said Stella, "to knit yourself."
"Yes," said the lady. "Do you knit yourself?"
"Not myself, no," said Stella.
She studied the menu "The grub kick,'' she said. "When I came out to Hollywood, I was a hot 19 and very big on champagne and caviar. I remember making a picture with Elvis Presley, who was very big on hamburgers and cokes. We both came out of Memphis, see. We were Memphis kids. It's a funny thing. Now I've come around to hamburgers."
And Elvis has come around to caviar?
"No," she said. "No, Elvis is still on hamburgers. Actually, I was born in Yazoo City, Miss. I didn't use to mention Yazoo City a lot, but Willie Morris, who is now the editor of Harper's magazine, was also born in Yazoo City. Although he also got out.
"Anyway, never be in an Elvis movie. His fans come for the sole, purpose of seeing Elvis. They don't look at anyone else on the screen."
Why did she make the movie? "I was under contract, cheap, to Hal Wallis for one more picture. I got two stalks of celery and a pistachio nut annually. So I made the movie. Elvis is a nice guy; you can talk to him. One day I said, Elvis honey, why do you do this crap? He pondered and said, 'Don't knock success, Stella.'
"Which is true. The odds against getting anywhere in the movies are so great that if you realized beforehand, you'd stay home. But I wasn't happy as a child. I wanted to be a movie star. I used to spend hours in the movies. In Memphis, we lived behind a theater, the Park Theater, and I used to park my behind there every afternoon.
"My mother thought I went to too many movies, but I found out that if I bugged her enough, she'd give me the money to get rid of me. I remember once I went to see Jane Russell in 'The Outlaw,' but Mom came in and yanked me out before the good parts."
She smiled. "Mother said she didn't want me watching risque movies. But I showed her, I guess, when I posed for Playboy. I mean, you have to be realistic. Playboy has an enormous circulation, and getting into Playboy increases recognition. People know they've seen you somewhere. The recognition factor."
"Pardon me," said the lady in the next booth, the one who had asked about the dress. "You are Stella Stevens, aren't you?"
"See, the recognition factor," Stella said, "although off-hand she doesn't look like your typical Playboy reader." She turned. "Yes," she said smiling.
"I just wanted to ask you," the lady said. "I'm so curious about your figure." "You don't say," said Stella.
"I mean, how do you keep it? I joined that Weight Watcher's Diet - basically, I'm a thin person - but right away I started adding on weight."
"How tall are you?" Stella asked.
"Five-eight," the lady said.
"How much do you weigh?"
"About 110. That's with heels."
"I see'" Stella said.
"Of course I eat a box of candy now and again," the lady said.
"Of course," Stella said.
The lady rejoined her group.
"Did you get that?" Stella said. "She weighs 110 with heels. I guess that means she stands 5-8 dripping wet."
So anyway, about the Park Theater...
"Right. The Sons of the Pioneers. Sitting around the bunkhouse, and one would say, 'Let's sing a little tune.' What afternoons those were! Gene Autry was the real king of the cowboys. Roy Rogers won by default when Gene was drafted, but his fans never forgot him."
The waiter came with the food and asked if there was anything else. Stella answered with her Pat Buttram imitation: "Nothin' only just another stick of Doublemint, Mister Autry." The waiter nodded and escaped.
"Cowboys and Indians have always grabbed me," Stella said. "My great-aunt before she died was a member of the DAR. We had an ancestor who dressed up like an Indian and dumped tea into Boston Harbor. I never got it straight whether he was a patriot or whether he just got his kicks dressing up like Indians.''
The closest she got to dressing up like an Indian, Stella recalled, was when she was in "Li'l Abner." That film more or less established her screen image as a sex symbol with a humorous, not a torrid, approach. She was in "Too Late Blues" with Elvis and "The Nutty Professor" for Walt Disney and several others, but it was "The Silencers" with Dean Martin in 1966, which established her securely as a star.
She is with Martin again in "How to Save A Marriage and Ruin Your Life,'' now at the Oriental. Another current role is as a spy in "Sol Madrid," now in neighborhood theaters. And she plays a nun opposite Rosalind Russell in "Where Angels Go, Trouble Follows," which is due at Easter.
"Enough movies for the time being," she said. "Next it looks like I'm going to Australia. Can you believe it? I want to bring back a Kuala bear, because I have three eucalyptus trees in my living room, and no one to eat the leaves.
"I'd bring back a Kangaroo - I've always been a marsupial fan - but Hollywood is no place to keep a kangaroo. Did you know bandicoots are marsupials? There's no end to the fascination of the marsupial family, You could do a week on marsupials and never get tired.
"But keep in mind always: If it hasn't a pouch, it isn't a marsupial. That's the whole concept, she reflected, "it is so terribly foreign to the behavior patterns of us, as mammals."
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Tag: Born/Birth
Iphigenia is the Latinized form of Ancient Greek Iphigeneia, the name of a daughter of the Spartan king Agamemnon. He was also the older brother of Menelaus, whose wife Helen's abduction by Paris of Troy led to the ten year war between the Trojans and the Greeks. However, Agamemnon had offended the goddess Artemis and she refused to allow the Greek ships to sail unless…
Mirlinda
Mirlinda is an Albanian female name, the feminine form of Mirlind meaning "well born" or "good birth", made up from Albanian elements mirë (good) and lind (bear, to give birth). Origin: Proto-Indo-European Male forms: Mirlind (Albanian)
Aina is a female given name in various cultures and therefore has various meanings depending on its origin: in Finnish, Swedish, Norwegian, and Danish, Aina is a variant of Aino meaning "the only one", though aina is also a Finnish adverb meaning "always". In the Finnish epic Kalevala, it's the name of a girl who drowns herself when…
Nona is the name of a Roman goddess of pregnancy in Roman mythology, as well as the name of one of the Parcae (the female personifications of destiny), along with Morta and Decima. The Parcae are the Roman equivalent of the Moirai in Greek myth, and Nona is the equivalent of Clotho, who spun the thread of life….
Walid is an Arabic male name meaning "newborn" which derives from an Arabic root word related to giving birth. Walid is also an Arabic surname originating from the given name. Origin: Arabic Variants: Waleed (Arabic) Oualid (Moroccan, Algerian) Female forms: Walida (Arabic) Waleeda (Arabic) Walid- وليد (Arabic)
Kent comes from an English surname which originated as a locational name for someone who came from the name of a county in England. In Old English the name was spelled as Cent which originated from Latin Cantium, meaning "coastal district" or "corner-land, land on the edge", derived from a Brythonic source. Kent is also used as…
Io (pr. eye-o) is the name of a figure in Greek mythology, an Argive princess who was loved by the god Zeus. When his wife Hera found out about her, he changed her into a white heifer in order to protect her. However, Hera saw through the deception and demanded that Zeus give her the heifer as…
Yvain
Yvain is the French form of Owain, the name of a knight of the Round Table in Arthurian legend. Yvain is one of the Knights of the Round Table, the son of King Urien and Morgan le Fay. In Yvain, Knight of the Lion he is depicted as seeking revenge for the death of his cousin by the…
Geneva is the name of a city in Switzerland as well as the name of several places in the U.S. The origin of the name is uncertain though it may be derived from Celtic genu meaning "bend, knee" or "mouth" referring to an estuary or a bending river, derived from a PIE root word. It's also possible that…
Tyree
Tyree comes from a Scottish surname, a shortened form of McIntyre, an anglicized form of Scottish Gaelic Mac an tSaoir meaning "son of the carpenter". It's also possible that Tyree came out as a modern English name, a twist on Tyrese or Tyrone, the name of a Gaelic kingdom in Ireland (Tyrone being the anglicized form of Irish Tír Eoghain meaning "land…

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text:
Innovation & Tools
Markets & Industries
Companies & CEOs
Hit by falling oil prices, Venezuela gets on with gold and diamond mining
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Venezuela has attracted more than $ 5.5 billion investments in mining projects located at the southern end of the country, said President Nicolas Maduro.
"Today we are signing an agreement on investments and liabilities of 5.5 billion dollars" – Maduro's statement at a meeting with foreign investors quoted by Mexican Portal El Economista. The main investors are Canadian Barrick Gold Corp, the world's largest gold producer, and Chinese Shandong Gold.
Last week, Maduro told that the country signed a number of investment contracts in the Venezuelan mining industry. The contracts gathered 4.5 billion dollars altogether. Thus, the total amount of investment is already $ 10 billion. They will be directed to development of a prospective mining field in the Orinoco region. Previously, Maduro promised that total investment in the region would reach $ 20 billion.
Venezuela has significant reserves of gold and diamonds in the south of the country, yet it was not possible to attract sufficient investment in the region before. In recent years, when the country's oil revenues dropped significantly, the Venezuelan authorities tried to find additional sources of funds to the treasury by diversifying its oil-oriented economy.
Since the beginning of the year, price per ounce of gold has increased by almost a third, to 29.6%. This year, investors are seemingly in hurry to buy gold. In the first half of 2016, demand reached almost historic high of 2,355 tons, according to World Gold Council (WGC). At that, investors bought two-thirds of world production of the precious metal (about 1.55 tons). Industrial and jewelry demand thus declined.
The diamond industry, once on the rise due to technical demand, is now developing thanks to jewelers. Synthetic diamonds for industrial use are now cheaper than natural gems. Today, the technical industry uses 99% of synthetic diamonds, which were first introduced 65 years ago. 95% natural raw materials account for jewelry demand.
During economic downturns, consumers first try to save on luxury goods. Drop in demand for diamonds is reflected in the entire industrial chain, and leads to lessening in supply of raw diamonds. For example, in the crisis year of 2009, when demand dived by 40%, prices have fallen by 20%, while the world's diamond production fell by almost a third. Since then, the industry has not managed to reach level of the mid-2000s, when 176 million carats of raw materials were mined annually. So, the world miners in 2014 produced 131.1 million carats of diamonds worth $ 13.8 billion, of which 125 million were gem quality. Their handling and cutting were estimated at $ 23 billion, and annual retail sales of diamond jewelry market were about 75 billion dollars. In this case the average world price for rough diamonds fell by 7% for the years 2013-2014, and reached 103 dollars per carat at the beginning of 2015.
Venezuela's economy, more than 90% dependent on oil prices, is on the verge of collapse due to low oil prices. According to Maduro, the country's revenues from hydrocarbon exports fell by 62%.
Lately, oil accounted for approximately 96% of Venezuelan exports. Its price, declining on the world's markets since mid-2014, has sparked a series of food crises in the country, as Venezuela has no money to import food.
Inflation in Venezuela since September 2014 to September 2015 amounted to 141.5%. The Central Bank of Venezuela reported that GDP decreased by 7.1% in the third quarter of last year.
source: eleconomista.es
Friday, January 27th 2023 - 06:12 Bloomberg: Russia pushes Urals oil offshore transshipment to record levels
Thursday, January 26th 2023 - 06:37 UN expects growth of Chinese economy
World Bank reviews economic forecast 2023
UK and UAE to cooperate on green energy
Argentina and Brazil sign agreements on economic integration
Ukraine's public debt exceeds $107 billion
IMF forecasts slowdown in global inflation in 2023-2024
Bloomberg: Germany plans to reuse "excess heat" from data centers
Japan, US join to develop next-gen nuclear reactors
Head of Zurich Insurance: Cyber attacks may no longer be insurable
South Park creators raise $20m for deepfake studio
Bloomberg lists key economic risks for 2022
Researchers: LEGO sets are better investment than gold and bonds
Expert: Fertilizers shortages could cause famine in the world's poorest countries
OIV: Global wine production will be extremely low in 2021
Reuters: China uses Australian coal despite refusing to import it
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The Northern Rockies Regional Municipality has a lot of dwelling based mostly businesses. Hence, the stunning demand for half-time household chefs If cooking wholesome and delicious meals is your thing, then this profitable facet enterprise idea can complement your common revenue by helping feed busy houses. You get to select from an amusingly various range of jobs from taking snapshots of restaurant menus to counting the gadgets arrayed on grocery store racks.
In this right this moment's article I wish to share you 7 benefits of getting a house based enterprise particularly for those who are moms (and dads). I believe the primary factor to consider when beginning a business is for those who can run the enterprise with your day job.
When you've got the gift of gab, public speaking is a worthwhile side business to pursue. Cease asking different people what type of enterprise you must start and belief your self to dive deep, put in the time & effort, and determine areas of alternative that you may are available and create worth to your clients.
Four years later it grew to become so big I needed to promote (for six figures I would add) because of it being a full time business in and of itself. To begin an vintage refurbishing enterprise at home, you may possible need a couple of thousand dollars to build out a basic workshop and inventory it with all of the proper treatments and materials.
I always have individuals asking me about jobs from residence, so I'll must go this record along. One in every of our readers sent this suggestion in and it appears to be like like an incredible home business opportunity, particularly if conserving your neighborhood clean is vital to you!


At the next Construction Leaders Club Networking meeting on 13 December we will be joined by Mark Boardman, Managing Director of BEM Services who will be presenting on the WELL Building Standard.
The International WELL Building Institute (IWBI) is a public benefit corporation whose mission is to improve human health and well-being in buildings and communities across the world through its WELL Building Standard (WELL). The WELL Building Standards are the leading tool for advancing health and well-being in buildings globally. Projects and buildings can be registered with this flexible framework for improving health and human experience in buildings through design.
What will you learn from the presentation?
The presentation will introduce the structure of the standards and how the process works in practice. It will then go on to discuss the key features of the 8 concepts of air, water, nourishment, light, fitness, comfort, mind and innovation. We will show how good design can improve the well-being of the building's occupants in each of these areas. We will highlight areas where collaboration of the design team is vital and how a mechanical and electrical engineer can influence and improve the building design for the benefit of all.


According to the Heckscher-Ohlin-Vanek theorem, the net exports of a region are determined by relative abundance of the immobile factors of production. Empirical tests of this theory, usually at a high level of aggregation, have frequently not supported it. We find, instead, that data on interstate trade in wood products within the United States are in strong agreement with the theorem. Other things equal, net exports of wood products are strongly and positively related to the stock offorest resources. The simplest evidence is the correlation of net exports with forest growing stock, per dollar of state prod- uct. A more formal development of the theory leads to a linear model where net exports are negatively related to gross state product and positively related to forest resources. The model predicts better the net exports of lumber and wood products (SIC 24) than those of paper and allied products (SIC 26). For both industries, and for their sum, the marginal effect of additional hard- wood growing stock on net exports is larger than that of softwood. However, given the variation in hardwood and softwood growing stock among states, both types of resource were equally important in determining the variation in comparative advantage. The empirical HOV models changed little from 1976 to 1991, except for a decrease in the relative importance of softwood growing stock as a determinant of net exports.
Keywords: Heckscher-Ohlin-Vanek, trade, comparative advantage, lumber,wood products, pulp and paper, competitiveness, econometrics, market, United States, forest resources.


By unscientific survey, I think many developers would prefer to work in a "framework world" where many decisions of principle and organization are passed down by a vendor or architecture team. Think Rails/Django/Laravel for backends, Ember/Elm for frontends, Unity for games. These are the Framework people.
Fewer developers would prefer to create their own world, building up tools and libraries to suit. They select a few first principles and build their own world. They're the bebop jazz musician, eschewing big band gigs and music people can dance to to create their own intellectual world. These are the Library people.
I'm a Framework person. The allure of Library people sometimes tempts me after I look at a beautifully-restored car or a well-structured song. But constructing a library world is thankless and not particularly high leverage, unless you succeed in creating something for framework people. Weird, eh?


I feel any day now that the taco spread (avocados, beans, cheese, chicken, etc) will turn into the "not-again" dinner that chicken was when I was growing up. Whatever dish the fillings go into — quesadillas, mega nachos, taco soup — it's such a no-brainy strategy for my family since it's customizable and takes practically no time at all to assemble. Last week, I was pleased to add a new one the rotation: Gorditas. All the same toppings as usual, but the cornbready "cups" were prepared in muffin tins. Pretty exciting stuff for first and second graders.
Preheat oven to 400°F. In a saucepan over medium heat, combine the corn, salt, and 1/2 cup water. Whisk in the cornmeal and cook, stirring constantly, until the liquid is absorbed, about 5 minutes. Add the butter and cheese, stirring to combine. Remove from heat.
Grease a 6-cup muffin tin. Divide the corn mixture evenly among the cups, pressing it into the bottom and up the sides to create cups. Bake until crisp, 20 to 25 minutes. Let cool for 5 minutes, then turn the corn cups out of the tin. Let kids fill with whatever toppings they choose.
Fantastic idea. My kiddies will love this!
ummmm, sounds so good. great for kiddies. sounds very easy and I would be very popular if it worked!!
Love this for when I don't have taco shells stocked.
Any thoughts on what I could sub for the creamed corn? Trying to avoid canned foods bc of bisphenol lining the cans. . .Maybe frozen corn that I cream up myself? Is the creamed corn there for taste or is it an integral component for making the shells hold together?
Thanks for adding a new twist to our Taco Night. These were easy to make and delish – especially with fresh garden tomatoes! Even my picky 3 and 5 year old ate them up (calling them Taco cupcakes helped). So…thanks!
Thank you for so many amazing recipes my family and I love!
I'm also curious about the possibility of making the cups ahead, anybody have advice or experience?


text:
Merchant Navy Day centenary marked
By Sam Greenway Senior Reporter/Business
THE Gloucestershire Warwickshire Steam Railway (GWSR) will be using its 'Merchant Navy' class locomotive, no. 35006 Peninsular & Oriental SN Co to mark 100 years of the Merchant Navy on Tuesday, September, 3, at Toddington station.
The day remembers all those from various countries who served aboard civilian ships, which became known as the 'Merchant Navy' and who lost their lives during wars, conflicts, campaigns and peacetime disasters.
READ MORE: Police operation launched to prevent further fatal crashes on "dangerous racetrack" A44
Britain's Merchant Navy was the largest in the world and in 1939, a third of the world's merchant ships were British, employing around 200,000 seamen.
The locomotive, no. 35006, is a member of the Southern Railway's 'Merchant Navy' class which comprised 30 locomotives, named after shipping companies both in recognition of the wartime services and sacrifices of our merchant seamen and which used the Railway's south coast ports.
They were the most powerful locomotives built by the Southern Railway and were designed by the controversial engineer O V S Bulleid.
The locomotive will carry a specially-commissioned 'Merchant Navy' headboard and fly small Red Ensigns on its buffer beam.
The day will start with a short remembrance service at 9.30am at Toddington station, GL54 5DT before departing with the normal 10am departure to Cheltenham Racecourse.
The engine will carry the headboard and Red Ensigns for the remainder of the day. The service will be attended by members of the Merchant Navy Association.
Richard Johnson, chairman of GWSR, said: "Our Merchant Navy pacific, so beautifully restored by the 35006 Preservation Society, could be regarded as the 'flagship' of our locomotive fleet and I'm proud that we are able to recognise in this way, the contribution our merchant fleet made over many generations to the peace we enjoy in this country today.
READ MORE: Wellbeing hub will provide 'someone to talk to' in Pershore
"It was an inspired choice to name these fine Merchant Navy class engines after the shipping lines that sacrificed so many of their vessels and crews during the Second World War.
"This will be a chance to remember them and I don't doubt that it will be a very moving occasion."
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Ganj Wax Ganj Wax Raspberry Diesel Skateboard Wax - 3.5"
Welcome to our Skateboard Wax Department.
We stock a good selection of Skateboard Wax. Grab yourself a block and get waxing up that new ledge you want to skate. All our skate wax is approximately sized so you know how big it is.


M&A transactions involving privately owned companies, businesses or assets are in general characterised by a significant degree of contractual freedom. Sales of companies structured as share sales are generally more common and give the parties more flexibility than a business or asset transfer where, for example, union consultation and consent from creditors or counterparties may be required. The involved parties typically enter into a written transfer agreement concerning the relevant target company, business or assets: either a share purchase agreement (SPA) or, as applicable, a business or asset transfer agreement, which can vary quite significantly in length, complexity and 'style' depending on the transaction and the parties.
Statutory mergers and demergers under the Swedish Companies Act (CA) are rarely used as instruments in private M&A transactions as they give the parties less flexibility in terms of process, transaction timetable and confidentiality.
negotiations are conducted with the preferred bidder (or bidders) before a final and binding SPA is executed, which often take place within 24 to 48 hours after final bids or up to two weeks thereafter.
A bilateral process will often be based on a (largely) non-binding letter of intent (or equivalent document) setting out some of the key terms of the contemplated transaction (including indicative valuation) and an outline of the process. Bilateral processes often take longer than controlled auctions.
The Swedish Sales of Goods Act (SGA) is applicable to (non-consumer) sales of goods and movables (ie, all assets other than real property), including shares. The SGA is, however, non-mandatory, and can hence be set aside by the parties (wholly or partially), which is customary in private M&A transactions, and particularly in share sales. The CA contains provisions regarding transfers of shares in limited liability companies.
A range of additional acts, regulations and legal principles apply to transfers of employees and certain assets, such as contracts, personal data, real property and certain intellectual property.
The parties may choose foreign law as the governing law of a transfer contract, but would still need to observe mandatory Swedish law to the extent applicable for the transfer of certain assets and liabilities (eg, to perfect a share transfer). In practice, however, Swedish transactions are almost exclusively governed by Swedish law - even where one or several parties are non-Swedish - mainly as a result of the significant contractual freedom, a mature and active M&A market, a favourable litigation regime, internationally recognised enforceability and the absence (by large) of formal requirements.
Legal title is generally prescribed by law, that is, the parties cannot freely agree on different levels of title (although the parties can of course agree on contractual assurances concerning title).
Legal title is usually not transferred by operation of law but by taking all steps required under Swedish law to perfect transfer of title to certain assets. Transfer of title to shares is, in short, perfected by way of delivery to the buyer of a share certificate representing the unencumbered shares duly endorsed to the buyer (if such certificate has been issued) and by the buyer being recorded as the owner of such shares in the share register of the company.
Swedish law does not distinguish between legal and beneficial title.
A sale of all shares in a company requires that all shareholders agree thereon. A buyer who acquires more than 90 per cent of all shares can, however, initiate a mandatory squeeze-out process under the CA whereby the remaining minority's shares would be acquired. Further, shareholders' agreements often contain drag-along clauses pursuant to which the minority may be required to sell their shares if certain conditions are met.
The parties are, in general, free to agree on how to structure the transfer of a business, including which assets and liabilities to include and exclude. However, certain exemptions exist.
For example, in a business transfer, employees of the transferred business are entitled to have their employment agreements transferred to the acquiring entity on unaltered conditions (see question 33). Further, a buyer of a business may by operation of law assume environmental rights and liabilities of the transferred operation, including liabilities for contamination caused by previous operators.
As a general rule, unencumbered (wholly owned) assets can normally be transferred without any consents or information requirements, but a transfer of liabilities and certain assets (such as contracts) normally requires consent from the relevant counterparties (see question 7).
In general, there are no restrictions on or governmental registrations or consents required for the transfer of shares, whether to foreign investors or otherwise. Exceptions exists for investments in businesses that are critical from a public perspective (such as the defence, aviation and nuclear sectors) where special consents may be required and restrictions on foreign ownership of the capital or voting rights, or both, may apply. Approval from authorities may further be required in relation to, for example, certain transactions in the financial services sector or if the transaction is subject to the merger control regime (see below). Acquisitions of, inter alia, certain environmental hazardous operations may need to be informed to the supervisory authority.
Concentrations, that is operations that bring about a lasting change in the control of an undertaking, are subject to the merger control regime set out in the Swedish Competition Act (unless notification is required under the EU Merger Regulation), pursuant to which the Swedish Competition Authority investigates transactions that satisfy the following jurisdictional thresholds: the combined aggregate turnover in Sweden of all undertakings concerned in the preceding financial year exceeded 1 billion Swedish kronor; and each of at least two of the undertakings concerned had a turnover in Sweden in the preceding financial year that exceeded 200 million kronor.
There is no general legislation whereby the government could intervene in a transaction in any sector on public or national interest grounds.
Business and asset transfers typically require a number of third-party consents, including from counterparties to agreements included in the transfer, landlords, finance providers and holders of security in the relevant assets. Share deals may require consent from external parties, but the number of consents is usually limited to providers of financing to the relevant company and any landlords, customers, suppliers, partners or other parties who may have included a change of control provision in their respective agreements with the target company.
Shareholder approvals would typically not be required for the acquisition or divestment of a private company, business or asset, unless the size and nature of the transaction results in a fundamental change of the nature of the company's business.
In general, the acquisition of shares in a company does not require any regulatory filings; nor does the acquisition of a business or assets. Some exceptions exist (see question 6), which may involve application fees. Further, transfers of real property are subject to a stamp duty. A company acquisition may entail corporate changes, such as replacing the board or changing the articles of association, which involves regulatory filings and (minor) registration fees. Further, perfection of a transfer of title to or pledge of certain assets may require registration in public registers or notifications to authorities, or both, and involve fees.
Parties generally appoint a financial adviser and accountants, while strategy and business consultants may also be engaged to conduct commercial due diligence. For issues of listed securities, public relations advisers are often appointed to coordinate announcements that may have to be made to the capital markets.
Most professional advisers have standard terms of engagement that will be applied. Fees will typically depend on the value and complexity of the deal, its timing and the work product required. A buyer's advisory fees may add up to several percentage points of the deal value.
There is no general duty to negotiate in good faith, but if a party engages in or continues negotiations with another party knowing that such negotiations will not lead to the conclusion of any agreement - for example, because it has decided to abort the transaction or to enter into the transaction with another party - such party could under certain circumstances become liable for costs incurred by the other party as a result thereof. The parties can further contractually agree to a duty to negotiate in a certain manner.
The parties and their representatives (including directors) are normally not bound by duties towards the other party. However, directors of a company have a statutory duty to act in the best interest of their company.
a transitional services agreement (TSA) may be required - for example, in carve-out transactions - specifying the basis upon which the seller will ensure the continued provision of certain services to the target following completion of the transaction.
additional documents or agreements required to transfer or register title to certain assets, such as real property.
In bilateral transactions the parties often initially enter into a letter of intent to structure the process and agree on certain key terms (see question 1).
In general, there are no formal execution requirements for agreements to be valid and enforceable, meaning that, for example, oral agreements also are binding. Formal requirements do, however, apply in respect of transfers of certain assets, such as real estate, and in respect of certain other legal acts, such as shareholders' meeting proxies. The parties may further agree that a contemplated future agreement between them only shall be binding if made in writing, which is the customary approach in M&A transactions.
Agreements entered into by way of digital signatures are generally enforceable. Most corporate documents can be validly signed by way of advanced electronic signatures (as further defined in the European Union Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (eIDAS Regulation (910/2014/EC)).
BankID (an electronic identification solution issued by the Swedish banks) constitutes such advanced electronic signature. As of June 2018, around 80 per cent of the Swedish population uses BankID.
A buyer's due diligence will normally focus on the legal, financial, accounting, tax, operational and commercial position of the relevant target company, business or assets. The legal due diligence will normally comprise title, legal structure, terms of financing arrangements, terms of key business agreements, ownership and use of information technology, intellectual property and real property, employee arrangements, licences and permits, litigation and compliance with law.
A form of vendor due diligence report called a legal guidance report has become increasingly common in controlled auction processes (and as a preparatory step in larger bilateral sales processes), allowing the seller and the target's management team to accelerate the process and proactively assess and address any issues that may surface during such review. The report is normally provided to the bidders, financing banks, transaction insurers and their respective advisers on a non-reliance basis.
The transfer agreement would typically limit a seller's liability to only those specific warranties and indemnities set forth therein, thereby excluding liability for any pre-contractual or misleading statements. However, if the seller has caused the buyer loss or damage through wilful misconduct or gross negligence, such limitations of liability could potentially be set aside pursuant to general legal principles, but the transfer agreement often also explicitly states this.
The Swedish mapping, cadastral and land registration authority's registers contains details of all real property in Sweden, including ownership, boundaries, tax status, mortgages and pledges, purchase price and any cadastral activities. The Swedish Patent and Registration Office (PRV) is the authority for intellectual property; its registers contain details on, inter alia, patents and trademarks. Sweden has a long history of having an extensive principle of access to public documents, meaning that information and documents provided to or generated by public authorities often are publicly available.
A buyer would customarily carry out standard searches in the SCRO's registers, the land register, potentially in PRV's register (as well as in the European Union Intellectual Property Office's registers), in the registers of the district court and administrative court with jurisdiction over the municipality where the target company, business or assets has its seat or is located, as well as in the registers of the relevant appeal courts of said courts.
The transfer agreement would normally - in line with non-mandatory Swedish law - stipulate that the buyer cannot make a claim for a breach of warranties (but not specific indemnities) if the buyer had actual knowledge of the facts or circumstances constituting or resulting in the breach, or if such facts or circumstances were fairly disclosed in the data room material. Other types of deemed knowledge of the buyer are less common as grounds for preclusion of warranty claims.
Closing accounts and locked-box structures are both commonly used to determine pricing. Locked-boxes have over the past years clearly been more frequently used than closing accounts, particularly with private equity sellers. Locked boxes are typically more appealing to sellers and therefore more common under seller-favourable market conditions.
Cash is the most common form of consideration in M&A transactions, and has remained so over the past few years as the availability of relatively low-cost acquisition financing from the banks has continued to increase. Vendor notes are typically seen only in smaller transactions, and then only as a partial consideration form. Shares as consideration are less common, but may be an alternative in certain strategic mergers, especially if the buyer is listed.
Based on available statistics, earn-outs have in the past few years been used in about 30 per cent of all private M&A transactions. The average size of earn-outs in 2017 was around 36 per cent of the purchase price and the median earn-out period was 23 months.
Escrow arrangements are still the most common form of security, and were on average used in around 30 per cent of all transactions over the past six years, although less frequently in 2017. Deposits are relatively rare.
Bank-led acquisition financing is common in private M&A transactions. Financing during the past few years has mostly been provided by Nordic banks under Swedish law through bilateral loans or club deals. If an acquisition is of a sufficient size, foreign-law high-yield bond financing or syndicated loans may be employed as a financing component by a buyer.
Financing is often required to be provided on a 'certain funds' basis in a controlled sales process, broadly mirroring the approach taken in public takeovers. However, in contrast to public takeovers, no regulatory regime needs to be complied with; as such, the documentation, conditionality and flexibility can vary significantly from deal to deal.
Where a buyer entity is a newly incorporated SPV and requires capital (eg, from a private equity fund), the seller will typically be provided with a directly enforceable ECL pursuant to which the funding of the SPA with the equity financing amount is secured.
A company is prohibited from providing a guarantee or security for a loan that is provided to facilitate the acquisition of shares in the company or the shares in any of its parent companies incorporated in Sweden.
Further, a company may not provide a guarantee for the obligations of a parent or sister company, unless they belong to the same group of companies and the parent company of that group is domiciled within the EEA. There are certain exceptions to this rule.
In addition, if a company provides a guarantee or security interest without receiving sufficient corporate benefit in return, such guarantee or security interest will, in whole or in part, be considered a distribution of assets, which will be lawful only to the extent it meets the mandatory requirements for distribution of assets.
In the absence of legal or regulatory obligations to satisfy before completing the transfer of title to shares or assets, signing and completion of transactions can occur simultaneously. While a seller will often accept conditions relating to such statutory legal or regulatory obligations, the buyer's obligation to satisfy such obligations can be very strict.
Certain buyers may seek to include conditions regarding the absence of material breaches of certain of the warranties at completion and the absence of any material adverse change since entering into the transaction, although in the current market sellers may be less inclined to agree to such condition. Financing conditions are very rare.
Sellers often request a 'hell or high water' standard on the merger clearance condition, but this will often be subject to negotiations and result in a compromise as most buyers, for policy and other reasons, are restricted from committing to such undertaking. The standards for other conditions vary, but transaction certainty is a key evaluation criteria for many sellers, which, given the current market, has resulted in relatively stringent requirements for buyers to fulfil conditions.
commencing litigation or waiving claims.
The buyer would normally undertake, inter alia, not to solicit any employees or customers of the target, approach any representatives of the target outside of the allowed communication channels in the process and maintain the confidentiality of the transaction.
In a bilateral process, the seller may agree to negotiate exclusively with the buyer during a certain period.
The remedy for breaches of pre-closing covenants is often limited to a claim for damages, but the limitations of liability for such claims varies.
Consistent with the concept that all risks with respect to a company, business or assets passes to the buyer from the date of entering into a transfer agreement, parties usually cannot terminate a transaction in advance of a negotiated long-stop date unless any condition is, or becomes, incapable of satisfaction.
Reverse break-up fees are not common. If agreed, such fee would typically amount to a sum that has a sufficiently deterrent effect to prevent the buyer lightly taking on its undertaking to complete the transaction (recent examples have included sums equal to 1 to 3 per cent of the purchase price). Break-up fees are even more uncommon than reverse break-up fees. If employed, they are often limited to a certain portion of the buyer's transaction costs.
A seller would normally give fundamental warranties regarding, inter alia, title to shares, absence of encumbrances and free transferability of the shares. Sellers often also give some business, tax and other warranties regarding the target and the information provided. The scope and extent of such warranties varies depending on the competitiveness of the transaction process, the extent and quality of the due diligence, the target's operations and the nature of the parties.
A seller may give special indemnities in respect of certain narrowly defined matters identified in the due diligence as material to the buyer - such as certain tax risks or environmental matters - but usually only to a limited extent and less commonly if the seller is a private equity fund. The distinctions between specific indemnities and warranties do not follow from operation of the law, and are therefore regulated in the transfer agreement. The key differences are that the buyer is able to make a claim despite any knowledge it may have of the underlying circumstances giving rise to the claim, and that most of the limitations of liability applicable to warranties would not apply.
There is no distinction between representations and warranties under Swedish law and Swedish market practice.
in relation to third-party claims, the seller would not be liable unless the buyer has given the seller the opportunity to conduct or direct the defence of the claim.
The seller's total liability for all breaches does normally not exceed the purchase price.
Insurance in respect of warranties is a common feature of Swedish M&A transactions, in particular in controlled auction processes with private equity sellers. Tailor-made insurances for specific risks - such as tax indemnities - are less common, but have increased over the past few years.
A buyer's warranty insurance policy entitles the buyer to compensation from the insurer (instead of the seller) for unknown breaches of the insured warranties. Seller warranty insurances are less common, since they involve the seller remaining liable towards the buyer but possibly able to seek back-to back recourse against the insurer, but they are sometimes used post-closing.
In structured processes, the seller often puts insurance in place and then allows the buyer to engage in discussions with the insurer when selected as the preferred bidder. In highly competitive processes, the insurance is sometimes put in place after signing (but before closing). The insurance market for warranty insurances placed on the Swedish market has become increasingly competitive over the past few years, and the insurance premium normally range from approximately 1 per cent of the insurance limit up to a few percentage points, depending on, inter alia, the insurance limit, the size and structure of the deductible (typically around 1 per cent of the enterprise value), the scope and quality of the sales process, due diligence, warranties and the target's business. The time to put the insurance in place is typically at least two to three weeks from the first contact with an insurance broker.
liabilities arising from the use of asbestos and certain toxic substances.
Sellers will often undertake not to solicit (key) employees of the target, nor to compete with the target's business for a certain period, typically 12 to 24 months post-closing. The non-compete undertaking may be further limited in geography or by a narrow definition of what constitutes competition, or both.
Save for stamp duty, there are no transfer taxes in Sweden.
Stamp duty is levied on the transfer of real property and mortgage loans. As regards real property, standard rates are 1.5 per cent for individuals and 4.25 per cent for legal entities. The rate on mortgages is 0.4, 1 or 2 per cent.
A company or individual disposing of shares, a business or other assets may be subject to tax on any chargeable gain arising (currently at a rate of 22 per cent for companies, and at a rate between approximately 20 and 60 per cent for individuals), subject to available exemptions or reliefs.
Shares in Swedish companies can qualify as shares held for business reasons. Gains from a sale of shares that are deemed to be held for business reasons are tax-exempt (participation exemption). Unquoted shares are always deemed to be held for business reasons provided that they constitute fixed business assets. Under certain conditions, the tax exemption also applies to quoted shares and shares in foreign companies.
Value added tax (VAT) is levied (generally at a rate of 25 per cent) on supplies of goods or services for consideration by taxable persons for VAT purposes that are not exempt supplies. Generally, a sale of shares will be an exempt supply for VAT purposes. A sale of a business may fall outside the scope of VAT if it qualifies as a transfer of a going concern for VAT purposes. The person liable to account for VAT will depend on the nature of the supply and of the parties, and on where the supply is treated as taking place for VAT purposes.
A sale of shares does not, as such, affect the employment relationship between the employee and the employer. Therefore, the employment relationship remains unchanged after the sale of shares and the employees of the company being sold continue to work in accordance with their existing terms.
Sweden has implemented the Transfer of Undertaking Directive, implying that when a transfer of a business or a part thereof occurs, the employment of those employees assigned to work in the business (or part thereof) being transferred automatically (unless they object thereto) transfers on unaltered terms to the transferee. The transferee will under certain circumstances become bound by an applicable collective bargaining agreement (CBA).
There is no legal requirement to inform or consult with trade union representatives before a share sale. However, in specific cases when a share sale indirectly affects the employees, the employer may be obliged to consult with the contracting trade unions on the planned consequences of the share sale.
if the employer is not bound by any CBA and its employees are not members of any trade union, there is no consultation obligation.
There is no transfer of any benefits in a share deal as the employing entity remains the same.
The rules regarding transfers of business does not apply to old age, invalidity or survivorship benefits. Therefore, the transferee employer will not take on the transferor's obligation to pay for accrued pension benefits. The transferee employer is, however, obliged to continue to apply the transferred contractual terms for pension as well as other benefits (whether individually agreed or as required by an applicable CBA) after the transfer.
Generally, no statutory filings or consents are required in relation to employee benefits. However, pension and benefit providers generally need to be notified of a change of the employing entity in business transfers. Depending on how pension liabilities are safeguarded, other actions may also be needed.
The Swedish M&A market remained strong in the second half of 2017 and the first half of 2018, with a continued strong deal flow and a number of high-profile transactions. The competition in some of the controlled auction processes for attractive targets became increasingly fierce with less room for negotiations and sellers' setting the terms. The successful track record of several controlled auctions contributed towards the increasing number of sales processes being structured as controlled auctions. Given the seller-friendly environment, the number of transactions with representation and warranties insurances also saw an uptick, and were in several cases deployed after signing to compress the time period from final bids to signing to sometimes down to a few hours. Capital markets also remained strong but with slightly less initial public offering activity and more focus on strategic mergers and buyouts, especially in the telecom, media and technology and real estate sectors. More sales processes were structured as dual-tracks, where the M&A and trade sale track increasingly was viewed as the more likely track compared to a year ago. Directed share issues, predominantly in biotech companies, continued to increase, as did hybrid and debenture issues.


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Adapting career services to optimize the international student experience — University Affairs
Career centers are well equipped to support international students in developing a sense of identity and purpose.
Prior to the pandemic, the University of Waterloo's Center for Professional Work (CCA) embarked on a multi-year expedition in support of the institution's internationalization strategy. Our goal was to inspire international students to engage with us early and often. What follows is an overview of our journey, highlighting the choices and ideas gained along the way – with the goal of inspiring you to think about the possibilities of your service landscape.
Service data, campus counseling
Going into the process, we learned that approximately 33 percent of all students participate with us each year and international students appear to be no different. However, a closer examination of our data revealed disturbing facts, such as that the international students were:
Half the probability of local students accessing our one-on-one career services, and
The only selectable group that reaches the maximum appointments (listed long ago).
These trends caught our attention and helped us identify next steps.
Next came the consultations with student groups, staff, faculty, and colleagues in other institutions. We delved into international students' perceptions, challenges, and needs; Specifically how and when these appear within Work Integrated Learning (WIL) contexts. What we found is that despite setting deadlines to ensure the service is accessible to everyone, it is counterproductive – leading first and second year students to avoid engaging with us in order to maximize access later in their studies. Meanwhile, international students report the need for early participation. Once the impact of our policy became apparent, we quickly removed the caps. It was a memorable example of how the intent of a policy can't match the outcome – and a moment of humility.
The consultations revealed other gaps and opportunities as well. We found that important and nuanced conversations were taking place between staff and students and were not reflected in our programs or resources; Furthermore, our support can be difficult to navigate with confidence. As a result, we made several changes, including:
Designing "zero step" collaborative preparation interventions, such as CV lessons designed for international students, with peers ready for one-on-one contact; more workshops to build cross-cultural awareness; and an embedded collaborative/professional curriculum for integration into the University of Waterloo's academic bridging programs
Expand indirect professional services from three to seven hours per day during one very busy month each semester, and co-location with the writing center services
Integrating professional education messages into the university's international peer community communication vehicles
Results and reflections on change
The most notable result of this multi-layered initiative was that within two years, we've seen the average international student go from half as likely as a local student to use our services, to consuming just over 1.5 times more resources than local students as a percentage of the population. Furthermore, 94.6 percent of these students stated that they were most likely to recommend our services to their peers. This shift is a point of pride and appears to be rooted in increased awareness and our more personalized approach to advocating for engagement. However, arguably the biggest win is that we have advanced our understanding of how to bring about meaningful change in the student service landscape.
Our first area of learning was that when striving for continuous improvement, it is critically important to enable stakeholder perspectives and data to shape an individual's actions. This sounds simple, yet it is not necessarily a comfortable process in all post-secondary environments. We have benefited greatly from setting goals and then deliberately refraining from moving on to solutions. This process is part of what enables us to remain vigilant and adaptable. It also kept our stakeholders at the center and gave us the opportunity to organically build a system around them.
Second, we saw that the value of robust service data cannot be overstated. There is little that one can do to compensate for the lack of qualitative and quantitative evidence of what is or is not happening. The next steps forward in this area will be to better align survey questions with the higher welfare outcomes of career development work and gain more practice in incorporating aggregated social location data into our analytics.
The third area to learn is that with programming and communications, integration is key. Our most sustainable impacts have arisen by creating joint programs with campus partners and incorporating professional education messages into their existing curricula and communications.
Ultimately, the pursuit of internationalization within the context of a career center requires that we appreciate and design services and programming that resonate with individuals across the intersections of identities, cultural backgrounds, and lived experiences. Successful implementation may require intentional collaboration with campus partners in order to find common goals and embody shared values at a systems level and on a daily basis.
Since the onset of the pandemic, new barriers to employment have emerged for a large number of international students; Now is the time to redouble our efforts. Career centers are well-equipped to support international students in developing a sense of identity and purpose that will help them navigate the unknown world of work with flexibility. Our work is far from over.
This column is coordinated by the Canadian Association of College and University Student Services (CACUSS) Internationalized Community of Student Affairs Practice. For comments or questions, please contact international@cacuss.ca.
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Q: How can i connect to my MySql database using c#? im trying to connect to my xampp mysql server via c# webapi. Perhaps its something with my connection string, but i tried different variations of it(i used https://www.connectionstrings.com/mysql/). I checked my uid and pwd for sql using SELECT * FROM mysql.user, also database tennisapi exists in phpmyadmin.
string connStr = "datasource=localhost;port=3306;username=root;password=abcdef;database=tennisapi;";

MySqlConnection conn= new MySqlConnection(connStr);

{MySql.Data.MySqlClient.MySqlConnection}
CanRaiseEvents: true
ConnectionString: "server=127.0.0.1;port=3306;user id=root;password=abcdef;database=tennisapi"
ConnectionTimeout: 15
Container: null
DataSource: "127.0.0.1"
Database: "tennisapi"
DbProviderFactory: {MySql.Data.MySqlClient.MySqlClientFactory}
DesignMode: false
Events: {System.ComponentModel.EventHandlerList}
IsPasswordExpired: 'conn.IsPasswordExpired' threw an exception of type 'System.NullReferenceException'
ServerThread: 'conn.ServerThread' threw an exception of type 'System.NullReferenceException'
ServerVersion: 'conn.ServerVersion' threw an exception of type 'System.NullReferenceException'
Site: null
State: Closed
UseCompression: false

A: You can try it this way. Use the DBConnect class with this connection string. With the method DBConnection you are able to test the Connection.
At first you have to add a Reference in your Project. Right-Click on your projectname -> Add -> Reference... -> Tick MySql.Data -> OK
class DBConnect
{

    private MySqlConnection connection;
    private string datasource;
    private string username;
    private string password;
    private string database;

    //Constructor
    public DBConnect()
    {
        Initialize();
    }

    //Initialize values
    public void Initialize()
    {
        datasource = "127.0.0.1";
        username = "username";
        password = "password";
        database = "database_name";

        string connectionString = "datasource=" + datasource + ";" + "username=" + username + ";" + "password=" + password + ";" + "database=" + database + ";";

        connection = new MySqlConnection(connectionString);
    }

    /// <summary>
    /// Test Connection to the Server
    /// </summary>
    private void DBConnection()
    {
        //string ConnectionString = "datasource = localhost; username = root; password = ; database = test ";

        MySqlConnection DBConnect = new MySqlConnection(ConnectionString);

        try
        {
            DBConnect.Open();
            System.Windows.Forms.MessageBox.Show("Sucessfully connected!");
        }
        catch (Exception e)
        {
            System.Windows.Forms.MessageBox.Show(e.Message);
        }
    }
}

In your Btn_Click event you can try this.
    private void Btn_Test_Click(object sender, RoutedEventArgs e)
    {
        //Create an instance of DBConnectTest
        DBConnectc DBConnect = new DBConnect();

        DBConnect.DBConnection();
    }

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