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2014: Earned honorable mention All-Pac-12 ... started each of the Huskies' first 11 games this season at center and the last three (Oregon State, Washington State, Oklahoma State) at right guard ... won the UW's John P. Angel Lineman of the Year Award ... served as a captain for the Eastern Washington game ... named the team's lineman of the game vs. EWU ... also served as a captain vs. Stanford, UCLA and Oklahoma State.
2013: Named a season captain ... started every regular-season game at right guard and the Fight Hunger Bowl at left guard.
2012: Started the San Diego State and LSU games at left guard, but didn't play vs. Portland State ... missed the remainder of the season due to injury.
2011: Started the first 11 games at left guard, but suffered a knee injury in the Oregon State game and missed the WSU and Baylor games ... won the team's Husky Lifting Award at the team's postseason banquet.
2010: Did not see any game action as a true freshman, redshirting the season.
HIGH SCHOOL: Named first-team All-CIF Southern Section Pac-5 Division offensive lineman in 2009 ... All-Serra League as both a senior and as a junior ... played on both lines for the Cubs ... listed as one of the top offensive linemen in Southen California by the Los Angeles Times ... named to ESPNRise's preseason All-CIF Southern Section San Gabriel Valley team ... named third-team all-state by calhisports.com ... rated the nation's No. 28 offensive guard prospect by rivals.com ... listed as the No. 32 offensive guard in America by rivals.com ... ranked the No. 74 offensive guard prospect in the country by scout.com ... a PrepStar all-region selection ... played for coach Adam Guerra.


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This Purchase and Sale Agreement involves
Title: SECURITIES PURCHASE AGREEMENT
Governing Law: California Date: 12/11/2006
Industry: Recreational Products Law Firm: Donahue Gallagher Woods LLP Sector: Consumer Cyclical
Exhibit 99.1
Execution Copy
SECURITIES PURCHASE AGREEMENT (this " Agreement "), dated as of December 5, 2006, by and between ZAP, a California corporation (the " Company "), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an " Investor " and, collectively, as the " Investors ".
A. The Company wishes to sell to each Investor, and each Investor wishes to purchase, upon the terms and subject to the conditions set forth in this Agreement, (i) a 8% Senior Convertible Note in the form attached hereto as Exhibit A (a " Note " and, collectively with the other Notes issued hereunder, the " Notes ") and (ii) a warrant in the form of Exhibit B hereto (a " Warrant " and, collectively with the other warrants issued hereunder, the " Warrants "). The Notes will be convertible under certain conditions into shares of the Company's common stock, no par value (the " Common Stock "). The shares of Common Stock into which the Notes are convertible are referred to herein as the " Conversion Shares " and the shares of Common Stock into which the Warrants are exercisable are referred to herein as the " Warrant Shares ". The Notes, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the " Securities ".
B. Each Warrant will (i) entitle an Investor to purchase a number of Warrant Shares equal to thirty percent (30%) of the number of Conversion Shares that would be issuable upon conversion of the Note purchased by such Investor at the Closing (as defined below), at the Conversion Price (as defined below) in effect on the date of such Closing and without regard to any restrictions on such conversion, (ii) have an exercise price equal to one dollar and ten cents ($1.10), subject to adjustment as provided therein, and (iii) expire on the fifth (5th) anniversary of the Closing Date.
C. The Company has agreed to effect the registration of the Conversion Shares and the Warrant Shares for resale by the holders thereof under the Securities Act of 1933, as amended (the " Securities Act "), pursuant to a Registration Rights Agreement in the form attached hereto as Exhibit C (the " Registration Rights Agreement ").
D. The sale of the Notes and the Warrants by the Company to the Investors will be effected in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (" Regulation D "), as promulgated by the Commission (as defined below) under the Securities Act.
In consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Investor hereby agree as follows:
1.1 Closing . Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) a Note (a " Note ") with a principal amount equal to the amount set forth below such Investor's name on the signature pages hereof and (ii) a Warrant exercisable into the number of shares of Common Stock set forth below such Investor's name on the signature pages hereof. The date on which the closing of such purchase and sale occurs (the " Closing ") is hereinafter referred to as the " Closing Date ". The Closing will be deemed to occur at the offices of Mazzeo Song LLP, 708 Third Avenue, 19 th Floor, New York, New York 10017 when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and each Investor, (B) each of the conditions to the Closing described in this Agreement has been satisfied or waived as specified therein and (C) payment of each Investor's Purchase Price (as defined below) payable with respect to the Note and Warrant being purchased by such Investor at the Closing has been made by wire transfer of immediately available funds ( provided , that the aggregate amount of the Purchase Price paid by all of the Investors is not less than $1,500,000 and the total number of Investors is not greater than six (6)). At the Closing, the Company shall deliver to each Investor duly executed instruments representing the Note and Warrant purchased by such Investor at the Closing.
1.2 Certain Definitions . When used herein, the following terms shall have the respective meanings indicated:
" Affiliate " means, as to any Person (the " subject Person "), any other Person (a) that directly or indirectly through one or more intermediaries controls or is controlled by, or is under direct or indirect common control with, the subject Person, (b) that directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting equity of the subject Person, or (c) ten percent (10%) or more of the voting equity of which is directly or indirectly beneficially owned or held by the subject Person. For the purposes of this definition, " control " when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, through representation on such Person's board of directors or other management committee or group, by contract or otherwise.
" Board of Directors " means the Company's board of directors.
" Business Day " means any day other than a Saturday, a Sunday or a day on which the Principal Market is closed or on which banks in the City of New York are required or authorized by law to be closed.
" Closing " and " Closing Date " have the respective meanings specified in Section 1.1 of this Agreement.
" Commission " means the Securities and Exchange Commission, and any successor regulatory agency.
" Common Stock " has the meaning specified in the recitals to this Agreement.
" Conversion Shares " has the meaning specified in the recitals of this Agreement.
" Debt " means, as to any Person at any time: (a) all indebtedness, liabilities and obligations of such Person for borrowed money; (b) all indebtedness, liabilities and obligations of such Person to pay the deferred purchase price of Property or services, except trade accounts payable of such Person arising in the ordinary course of business that are not past due by more than 90 days; (c) all capital lease obligations of such Person; (d) all Debt of others guaranteed by such Person; (e) all indebtedness, liabilities and obligations secured by a Lien (other than a Permitted Lien) existing on Property owned by such Person, whether or not the indebtedness, liabilities or obligations secured thereby have been assumed by such Person or are non-recourse to such Person; (f) all reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers' acceptances, surety or other bonds and similar instruments; and (g) all liabilities and obligations of such Person to redeem or retire shares of capital stock of such Person (other than the Company's obligation to redeem the Securities under the circumstances specified therein).
" Disclosure Documents " means all SEC Documents filed with the Commission at least five (5) Business Days prior to the Execution Date.
" DTC " means The Depositary Trust Company (and any successor entity).
" Effective Date " has the meaning specified in the Registration Rights Agreement.
" Environmental Law " means any federal, state, provincial, local or foreign law, statute, code or ordinance, principle of common law, rule or regulation, as well as any Permit, order, decree, judgment or injunction issued, promulgated, approved or entered thereunder, relating to pollution or the protection, cleanup or restoration of the environment or natural resources, or to the public health or safety, or otherwise governing the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, discharge or disposal of hazardous materials.
" ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder.
" Event of Default " has the meaning specified in the Notes.
"Exchange" has the meaning specified in Section 4.16 of this Agreement.
" Exchange Act " means the Securities Exchange Act of 1934, as amended (or any successor act), and the rules and regulations thereunder (or respective successors thereto).
"Exchange Closing Date," "Exchange Documents," "Exchange Election Notice," "Exchange Notice," and "Exchange Securities" have the respective meanings specified in Section 4.16 of this Agreement.
" Execution Date " means the date of this Agreement.
" GAAP " means generally accepted accounting principles, applied on a consistent basis, as set forth in (i) opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements of the Financial Accounting Standards Board and (iii) interpretations of the Commission and the staff of the Commission. Accounting principles are applied on a "consistent basis" when the accounting principles applied in a current period are comparable in all material respects to those accounting principles applied in a preceding period.
" Governmental Authority " means any nation or government, any state, provincial or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any stock exchange, securities market or self-regulatory organization.
" Governmental Requirement " means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, license or other directive or requirement of any federal, state, county, municipal, parish, provincial or other Governmental Authority or any department, commission, board, court, agency or any other instrumentality of any of them.
" Intellectual Property " means any U.S. or foreign patents, patent rights, patent applications, trademarks, trade names, service marks, brand names, logos and other trade designations (including unregistered names and marks), trademark and service mark registrations and applications, copyrights and copyright registrations and applications, inventions, invention disclosures, protected formulae, formulations, processes, methods, trade secrets, computer software, computer programs and source codes, manufacturing research and similar technical information, engineering know-how, customer and supplier information, assembly and test data drawings or royalty rights.
" Investment Company Act " has the meaning specified in Section 3.25 of this Agreement.
" Investor Party " has the meaning specified in Section 4.10 of this Agreement.
" Key Employee " has the meaning specified in Section 3.16 of this Agreement.
" Lien " means, with respect to any Property, any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, tax lien, financing statement, pledge, charge, or other lien, charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).
" Material Adverse Effect " means an effect that is material and adverse to (i) the consolidated business, properties, assets, operations, results of operations, financial condition, credit worthiness or prospects of the Company and the Company Subsidiaries taken as a whole, (ii) the ability of the Company to perform its obligations under this Agreement or the other Transaction Documents or (iii) the rights and benefits to which an Investor is entitled under this Agreement, the Notes and the other Transaction Documents.
" Material Contracts " means, as to the Company and the Company Subsidiaries, any agreement required pursuant to Item 601 of Regulation S-B or Item 601 of Regulation S-K, as applicable, promulgated under the Securities Act to be filed as an exhibit to any report, schedule, registration statement or definitive proxy statement filed or required to be filed by the Company with the Commission under the Exchange Act or any rule or regulation promulgated thereunder, and any and all amendments, modifications, supplements, renewals or restatements thereof.
" NASD " means the National Association of Securities Dealers, Inc.
" Obligations " means any and all indebtedness, liabilities and obligations of the Company to the Investor evidenced by and/or arising pursuant to this Agreement to pay amounts due on the Notes or to make other cash payments, now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several or joint and several, including, without limitation, the obligations of the Company to repay principal of the Notes, to pay interest on the Notes (including, without limitation, interest accruing after any bankruptcy, insolvency, reorganization or other similar filing) and to pay all fees, indemnities, costs and expenses (including attorneys' fees) provided for in this Agreement or the Notes.
" Pension Plan " means an employee benefit plan (as defined in ERISA) maintained by the Company for employees of the Company or any of its Affiliates.
" Permitted Debt " means the following:
(a) the Notes;
(b) Debt outstanding on the Execution Date and disclosed on Schedule 3.5 hereto;
(c) Subordinated Debt;
(d) Debt consisting of capitalized lease obligations and purchase money indebtedness incurred in connection with acquisition of capital assets and obligations under sale-leaseback or similar arrangements provided in each case that such obligations are not secured by Liens on any assets of the Company or its Subsidiaries other than the assets so leased; and
(e) Debt obtained from banking or other financial institutions engaged primarily in the business of lending transactions, provided that (i) such Debt shall not be
convertible into any capital stock or other equity securities of the Company or its Subsidiaries, and (ii) no warrants or other equity securities of the Company or any of its Subsidiaries shall be issued in connection with obtaining such Debt.
" Permitted Liens " means each of the following:
(a) Liens in existence on the Execution Date and disclosed on Schedule 3.5 hereto;
(b) Liens on (and limited solely to) assets acquired through purchase money indebtedness to secure such purchase money indebtedness (and no other Debt);
(c) Liens to secure any Debt described in clause (e) of the definition of " Permitted Debt ";
(d) encumbrances consisting of easements, rights-of-way, zoning restrictions or other restrictions on the use of real Property or imperfections to title that do not (individually or in the aggregate) materially impair the ability of the Company or any of its Subsidiaries to use such Property in its businesses, and none of which is violated in any material respect by existing or proposed structures or land use;
(e) Liens for taxes, assessments or other governmental charges (including without limitation in connection with workers' compensation and unemployment insurance) that are not delinquent or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens, and for which adequate reserves (as determined in accordance with GAAP) have been established;
(f) Liens of mechanics, materialmen, warehousemen, carriers, landlords or other similar statutory Liens securing obligations that are not yet due and are incurred in the ordinary course of business or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Liens, for which adequate reserves (as determined in accordance with GAAP) have been established; and
(g) mortgages on real Property in existence on the Execution Date and disclosed on Schedule 3.22 hereto, and any replacements thereof, securing amounts not greater than the amounts secured thereby on the Execution Date.
" Person " means any individual, corporation, trust, association, company, partnership, joint venture, limited liability company, joint stock company, Governmental Authority or other entity.
" Principal Market " means the principal exchange, market or quotation system on which the Common Stock is listed, traded or quoted.
" Property " means property and/or assets of all kinds, whether real, personal or mixed, tangible or intangible (including, without limitation, all rights relating thereto).
" Pro Rata Share " means, with respect to an Investor, the ratio determined by dividing (i) the principal amount of the Note or Notes purchased hereunder by such Investor at the Closing by (ii) the aggregate principal amount of the Notes purchased hereunder by all of the Investors at the Closing.
" Purchase Price " means, with respect to Securities purchased at the Closing, the original principal amount of the Note purchased at the Closing.
" Registration Rights Agreement " has the meaning specified in the recitals to this Agreement.
" Registration Statement " has the meaning specified in the Registration Rights Agreement.
" Registrable Securities " has the meaning specified in the Registration Rights Agreement.
" Regulation D " has the meaning specified in the recitals to this Agreement.
" Reserved Amount " has the meaning specified in Section 4.3 of this Agreement.
" Restricted Payment " means (a) any dividend or other distribution (whether in cash, Property or obligations), direct or indirect, on account of (or the setting apart of money for a sinking or other analogous fund for the benefit of) any shares of any class of capital stock of the Company or its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to all of the holders of that class; (b) any redemption, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Company or any of its Affiliates now or hereafter outstanding, except the Securities; (c) any prepayment of principal of, premium, if any, or interest on, or any redemption, conversion, exchange, purchase, retirement, sinking fund or defeasance of, any Debt (whether upon acceleration of such Debt or otherwise) other than the Securities; and (d) any loan, advance or payment to any officer, director or stockholder of the Company or any of its Affiliates, exclusive of reasonable compensation and reimbursements paid to officers or directors in the ordinary course of business.
" Rule 144 " means Rule 144 under the Securities Act or any successor provision.
" SEC Documents " means all reports, schedules, registration statements and definitive proxy statements filed by the Company with the Commission.
" Securities " means the Notes, the Conversion Shares, the Warrants and the Warrant Shares.
" Securities Act " has the meaning specified in the recitals of this Agreement.
" Subordinated Debt " means Debt of the Company which meets each of the following requirements: (a) such Debt is wholly unsecured; (b) such Debt is contractually subordinated, as to payment and liquidation, to the payment in full of the Notes on such terms and pursuant to written agreements in such form and substance as are reasonably acceptable to the holders of a majority in principal amount of the Notes, that restrict the Company from pre-paying any amounts in respect of the principal of such Debt (upon acceleration or otherwise) prior to the scheduled maturity thereof, and that restrict the subordinated creditor from commencing any judicial or other collection efforts or exercising any other remedies prior to the date that is ninety-one (91) days following the payment in full of the Notes; and (c) such Debt does not mature prior to the date that is ninety-one (91) days following the latest Maturity Date (as defined in the Notes) of the Notes then outstanding.
"Subsequent Placement " means any issuance, sale or exchange by the Company or any Subsidiary of the Company at any time after the Closing Date, or any agreement or obligation of the Company or any Subsidiary of the Company to issue, sell or exchange, at any time after the Closing Date, (i) any shares of common stock of the Company or any Subsidiary of the Company, (ii) any other equity security of the Company or any Subsidiary of the Company, including without limitation preferred stock, (iii) any other security of the Company or any Subsidiary of the Company which by its terms is convertible into or exchangeable or exercisable for any equity security of the Company or any Subsidiary of the Company, (iv) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such security described in the foregoing clauses (i) through (iii) , or (v) any debt instruments or securities, including promissory notes and convertible debt instruments; provided, however , that the term " Subsequent Placement " shall not be deemed to include any issuance, sale or exchange of Excluded Securities (as defined in the Notes).
" Subsidiary " means, with respect to any Person, any corporation or other entity of which at least a majority of the outstanding shares of stock or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors (or Persons performing similar functions) of such corporation or entity (regardless of whether or not at the time, in the case of a corporation, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries.
" Termination Date " means the first date on which there are no Notes outstanding.
" Trading Day " means any day on which shares of Common Stock are purchased and sold on the Principal Market.
" Transaction Documents " means (i) this Agreement, (ii) the Notes, (iii) the Warrants, (iv) the Registration Rights Agreement, and (v) all other agreements, documents and other instruments executed and delivered by or on behalf of the Company or any of its officers at the Closing.
" Transfer Agent " has the meaning specified in Section 2.5 of this Agreement.
" Variable Rate Security " means any security that is convertible into, exchangeable for or that requires the Company to issue shares of Common Stock at a conversion, exercise or exchange ratio or price that varies with the market price of the Common Stock.
" VWAP " on a Trading Day means the volume weighted average price of the Common Stock for such Trading Day on the Principal Market as reported by Bloomberg Financial Markets or, if Bloomberg Financial Markets is not then reporting such prices, by a comparable
reporting service of national reputation selected by the Investors and reasonably satisfactory to the Company. If the VWAP cannot be calculated for the Common Stock on such Trading Day on any of the foregoing bases, then the Company shall submit such calculation to an independent investment banking firm of national reputation reasonably acceptable to each Investor, and shall cause such investment banking firm to perform such determination and notify the Company and each Investor of the results of determination no later than two (2) Business Days from the time such calculation was submitted to it by the Company. All such determinations shall be appropriately adjusted for any stock dividend, stock split or other similar transaction during such period.
1.3 Other Definitional Provisions . All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words "hereof", "herein" and "hereunder" and words of similar import contained in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.
Each Investor (with respect to itself only) hereby represents and warrants to the Company and agrees with the Company that, as of the Execution Date:
2.1 Authorization; Enforceability . Such Investor is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization as set forth below such Investor's name on the signature page hereof with the requisite corporate power and authority to purchase the Notes and Warrants to be purchased by it hereunder and to execute and deliver this Agreement and the other Transaction Documents to which it is a party. This Agreement constitutes, and upon execution and delivery thereof, each other Transaction Document to which such Investor is a party will constitute, such Investor's valid and legally binding obligation, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) general principles of equity.
2.2 Accredited Investor . Such Investor (i) is an "accredited investor" as that term is defined in Rule 501 of Regulation D, (ii) was not formed or organized for the specific purpose of making an investment in the Company, and (iii) is acquiring the Securities solely for its own account and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are registered under, or exempt from the registration requirements of, the Securities Act and/or sales registered under the Securities Act; provided, however, that in making such representation, such Investor does not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition. Such Investor can bear the economic risk of a total loss of its investment in the Securities and has such knowledge and experience in business and financial matters so as to enable it to understand the risks of and form an investment decision with respect to its investment in the Securities.
2.3 Information . The Company has, prior to the Execution Date, provided such Investor with information regarding the business, operations and financial condition of the Company and has, prior to the Execution Date, granted to such Investor the opportunity to ask questions of and receive answers from representatives of the Company, its officers, directors, employees and agents concerning the Company in order for such Investor to make an informed decision with respect to its investment in the Securities. Neither such information nor any other investigation conducted by such Investor or any of its representatives shall modify, amend or otherwise affect such Investor's right to rely on the Company's representations and warranties contained in this Agreement.
2.4 Limitations on Disposition . Such Investor acknowledges that, except as provided in the Registration Rights Agreement, the Securities have not been and are not being registered under the Securities Act and may not be transferred or resold without registration under the Securities Act or unless pursuant to an exemption therefrom.
2.5 Legend . Such Investor understands that the certificates representing the Securities may bear at issuance a restrictive legend in substantially the following form:
"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered for sale or sold unless a registration statement under the Securities Act and applicable state securities laws shall have become effective with respect thereto, or an exemption from registration under the Securities Act and applicable state securities laws is available in connection with such offer or sale. These securities and the securities issuable upon conversion or exercise hereof (i) may be pledged or hypothecated in connection with a bona fide margin account or other financing secured by such securities or (ii) may be transferred or assigned to an affiliate of the holder hereof without the necessity of an opinion of counsel or the consent of the issuer hereof."
Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or transfer (including without limitation a pledge) of any of the Securities is registered pursuant to an effective registration statement, (B) such Securities have been sold pursuant to Rule 144, subject to receipt by the Company of customary documentation reasonably acceptable to the Company in connection therewith, or (C) such Securities are eligible for resale under Rule 144(k) or any successor provision, such Securities shall be issued without any legend or other restrictive language and, with respect to Securities upon which such legend is stamped, the Company shall issue new certificates without such legend to the holder upon request. The Company shall execute and deliver written instructions to the transfer agent for its Common Stock (the " Transfer Agent ") as may be necessary to satisfy any request by an Investor for removal of such legends no later than the close of business on the third (3 rd ) Business Day following the receipt of the request from an Investor to the extent such legends may be removed in accordance with this Section 2.5 .
2.6 Reliance on Exemptions . Such Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations and warranties of such Investor set forth in this Section 2 in order
to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities. Such Investor acknowledges that it did not purchase the Securities based upon any advertisement in any publication of general circulation. Such Investor is relying on the representations, acknowledgements and agreements made by the Company in Section 3 and elsewhere in this Agreement in making investing, trading and/or other decisions concerning the Company's securities.
2.7 Non-Affiliate Status; Common Stock Ownership . Such Investor is not an Affiliate of the Company or of any other Investor and is not acting in association or concert with any other Person in regard to its purchase of the Securities or otherwise in respect of the Company. Such Investor's investment in the Securities is not for the purpose of acquiring, directly or indirectly, control of, and it has no intent to acquire or exercise control of, the Company or to influence the decisions or policies of the Board of Directors.
2.8 Fees . Such Investor has not agreed to pay any compensation or other fee, cost or related expenditure to any underwriter, broker, agent or other representative in connection with the transactions contemplated hereby.
2.9 No Conflicts . The execution and performance of this Agreement and the other Transaction Documents to which it is a party do not conflict in any material respect with any agreement to which such Investor is a party or is bound, any court order or judgment applicable to such Investor, or the constituent documents of such Investor.
2.10 No Governmental Review . Such Investor understands that no U.S. federal or state agency or any other Governmental Authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities nor have such authorities passed upon the accuracy of any information provided to such Investor or made any findings or determinations as to the merits of the offering of the Securities.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY . The Company hereby represents and warrants to each Investor and agrees with each Investor that, as of the Execution Date:
3.1 Organization, Good Standing and Qualification . Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to carry on its business as now conducted. Each of the Company and its Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business except where the failure so to qualify has not had or would not reasonably be expected to have a Material Adverse Effect.
3.2 Authorization; Consents . The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents, to issue and sell the Notes and the Warrants to the Investors in accordance with the terms hereof and thereof, and to issue the Conversion Shares upon conversion of the Notes and the Warrant Shares upon exercise of the Warrants. All corporate action on the part of the Company by its officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance by the
Company of its obligations under, the Transaction Documents has been taken, and no further consent or authorization of the Company, its Board of Directors, shareholders, any Governmental Authority or organization (other than such approval as may be required under the Securities Act and applicable state laws in respect of the Registration Rights Agreement, or any other person or entity) is required (pursuant to any rule of the Principal Market or otherwise). The Board of Directors has determined that the sale and issuance of the Securities, and the consummation of the transactions contemplated hereby and by the other Transaction Documents (including without limitation the issuance of the Notes and Warrants, the issuance of Conversion Shares in accordance with the terms of the Notes and the issuance of Warrant Shares in accordance with the terms of the Warrants), are in the best interests of the Company.
3.3 Enforcement . This Agreement has been and, at or prior to the Closing, each other Transaction Document required to be delivered by the terms hereof at such Closing will be, duly executed and delivered by the Company. This Agreement constitutes and, upon the execution and delivery thereof by the Company, each other Transaction Document will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) general principles of equity.
3.4 Disclosure Documents; Agreements; Financial Statements; Other Information . The Company is subject to the reporting requirements of the Exchange Act and, except as described on Schedule 3.4 , the Company has, to the best of its knowledge, filed with the Commission all SEC Documents that the Company was required to file with the Commission on or after December 31, 2005. The Company is not aware of any event occurring or expected to occur on or prior to the Closing Date (other than the transactions effected hereby) that would require the filing of, or with respect to which the Company intends to file, a Form 8-K after the Closing. Each SEC Document filed on or after December 31, 2005, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the Execution Date, then on the date of such amending or superseding filing), complied, to the best of the Company's knowledge, in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations promulgated thereunder and, as of the date of such filing (or if amended or superseded by a filing prior to the Execution Date, then on the date of such filing), such SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, to the best of the Company's knowledge, contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge, all documents required to be filed as exhibits to the SEC Documents filed on or after December 31, 2005 have been filed as required. Except as set forth in the Disclosure Documents, the Company has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business which, under GAAP, are not required to be reflected in the financial statements included in the Disclosure Documents and which, individually or in the aggregate, are not material to the consolidated business or financial condition of the Company and its Subsidiaries taken as a whole. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. To the
best of the Company's knowledge, such financial statements have been prepared in accordance with GAAP consistently applied at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). The Company will prepare the financial statements to be included in any reports, schedules, registration statements and definitive proxy statements that the Company is required to file or files with the Commission after the date hereof in accordance with GAAP (except in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements).
3.5 Capitalization; Debt Schedule . The capitalization of the Company, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Notes and Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock and the number of shares initially to be reserved for issuance upon conversion of the Notes and exercise of the Warrants, is set forth on Schedule 3.5 hereto. All outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid and non-assessable. All Subsidiaries of the Company are disclosed on Schedule 3.5 hereto. Except as disclosed on Schedule 3.5 hereto, the Company or a wholly-owned Subsidiary of the Company owns all of the capital stock of each Subsidiary of the Company, which capital stock is validly issued, fully paid and non-assessable, and no shares of the capital stock of the Company or any of its Subsidiaries are subject to preemptive rights or any other similar rights of the shareholders of the Company or any such Subsidiary or any Liens created by or through the Company or any such Subsidiary. Except as disclosed on Schedule 3.5 or as contemplated herein, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries (whether pursuant to anti-dilution, "reset" or other similar provisions). Schedule 3.5 identifies all Debt of the Company and/or its Subsidiaries currently outstanding in excess of $25,000 as of the date hereof.
3.6 Due Authorization; Valid Issuance . The Notes are duly authorized and, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, free and clear of any Liens imposed by or through the Company. The Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, free and clear of any Liens imposed by or through the Company. The Conversion Shares issuable under the Notes and the Warrant Shares issuable under the Warrants are duly authorized and reserved for issuance and, when issued and delivered in accordance with the terms of the Notes or the Warrants, as the case may be, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. Assuming the accuracy of each Investor's representations contained herein, the issuance
and sale of the Notes and Warrants under this Agreement will be effected in compliance with all applicable Federal and state securities laws.
3.7 Form SB-2 . The Company is eligible to register the Conversion Shares and

subset: commoncrawl


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Hummus and Laughing Cow: Just a few eating plan staples
Sunday, January 05, 2014
I have been participating in a new challenge that runs from Jan. 1st through Feb. 12th. I am hoping to be at least 10 pounds slimmer by then. Hey--I know I have a LONG way to go, but it's a step in the right direction, right?
Today's topic: the staples that are keeping me on track with my eating this week. And what, pre tell, might those be, you ask. I shall tell you!
First, Sandwich Thins and Flat Outs. At just 100 calories per bun (the two slices), it is a great base for a sandwich, or rollup, these are my go-to carb with plenty of fiber in each serving.
Second, Hummus. I love hummus. I add hummus, lettuce, tomato, onion and cucumber slices to my lunch rollup (on a FlatOut). Hummus is also the only dip I use for veggies like carrots, celery and snap peas. Sometimes if I'm hungry I'll grab a big 2 TBS serving size and that's it for a quick and tasty protein kick.
Third, Laughing Cow 35-calorie cheese wedges. I found these at Walmart for $2.50 a package of 8. The fact that they are individually wrapped is a plus! Sometimes I will eat one (3 bites) for an evening snack to get a creamy taste on my tongue. Last night I spread one wedge on the bottom of a Sandwich Thin. Total treat=85 calories! There are so many great flavors but I like the Light Queso Fresco & Chipotle. It's got a little kick to it!
Lastly, and I may get some flack for this, but Lean Cuisine frozen dinners. Why? Because one of my downfalls is that I come home from work and am starving! While I could forgo the sodium these often pack, it is perfect portion control for me at the moment. Not to mention the fact that I am a self-professed pasta and sauce addict. This allows me to have a certain portion of carbs and no more. If I made a whole lasagna, I would over-indulge without a doubt.
So there you have it. What are your eating plan staples??? Please share!!!
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Do4Fit & Lisa579: Thanks so much for taking the time to comment. I add a plain (no salt added) vegetable or big green salad with homemade low-fat vinaigrette to the Lean Cuisine so I am not even one bit hungry after the Lean Cuisine.
BabySox, yes that is my goal--to make and freeze my own "Lean Cuisine" meals. I think I'll find out which choices and flavors I like best and then use Saturday/Sunday to prep for the week as well. It's the best option to scale down on sodium, which is another goal of mine. What containers work best for you? Thanks for taking the time to share on my post!
Have a great week everyone!
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When I first started my journey, I too found Lean cuisine meals as a quick night supper. It took me some time to work out a better way for me. I now do my full weeks food prep on Sundays and I have not had a Lean cuisine in over a year. You will know when or if you need to change. Good for you on your snack choices.
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I love hummus and laughing cow. I buy them both quite alot. I usee wraps all the time. I see nothing wrong in using frozen dinners when you are busy. I am the same way. I work hard and when i come home i am tired. I try to put something in the crockpot but if not i make Lean cuisine or weight watchers meals with salad
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these are some great ideas! I forgot about sandwich thins, they are a great starting point for a sandwich or what ever you wish.
good luck on your journey!
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Kyle Busch has won the pole at Martinsville Speedway Friday afternoon for the 65th Annual STP 500 with a lap of 18.998 seconds or 99.674 mph. Busch has not won the pole position in the last 23 races.
This is the first pole Busch has scored at Martinsville Speedway in 19 races and the 14th pole in 335 NASCAR Sprint Cup Series races.
With Joe Gibbs Racing teammate Denny Hamlin, who was absent at Fontana for medical reason, is starting in the second position knocking off the Team Penske streak for the front row.
JGR was the only team that had all three cars go on to the second qualifying round. Matt Kenseth will start sixth.
Even with the Team Penske having been knock off the front row, Joey Logano, with a first round speed of 100,201 mph, broke the previous track record set on October 25, 2013 by Hamlin with 99.595 mph.
Logano will start third 0.023 seconds behind Hamlin and 0.047 second behind the pole sitter Busch. Jimmie Johnson, and Hendrick teammate Jeff Gordon will start fourth and fifth respectively.
The half mile track is beginning to look like a favorite for Danica Patrick, who will start 10th, making this her highest start at a non-restrictor plate race; her previous highest start had been 21st at Atlanta and New Hampshire. Last season Patrick finished 12th for the spring race and 17th at the fall race at Martinsville.
David Reutimann failed to qualify, having tied his lap time with Landon Cassill, but Cassill having more driver owner points will make the race.
Race coverage begins Sunday, March 30 at 1:00 p.m. eastern standard time on Fox.
Suggested Links
- Denny Hamlin medically cleared for Martinsville
- Lynda Petty, wife of NASCAR champion and Hall of Famer Richard Petty, dies at 72
- Denny Hamlin remains eligible for the Chase for the Sprint Cup
- Kyle Busch wins his second consecutive Auto Club 400
- Carl Edwards wins the 54th Annual Food City 500 at Bristol after a rain delay


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I need to delete all files in a directory that were created in 2009. What command can I use to do that?
Most filesystems don't store the creation time of a file, so the best you can do is check the last time the file was modified.
If you have a recent version of GNU find (e.g. on Linux or Cygwin) or FreeBSD or OSX, you can directly compare the date of a file with that of another file. In addition, these versions of find can use the file creation time (called its birth time, indicated with a
Run it once without
If your version of
Zsh's glob qualifiers can match files in a time interval, but the boundaries can only be indicated relative to the current date (e.g. N days ago).
You can also use timestamp files for precise dates, but you lose in terseness.
Others have said
Since you phrased your question pretty much like a homework assignment, I'm going to leave a thorough read of the manual page as an exercise for the clued; this tutorial provided by @jfgagne should help quite a bit.


text:
Oct. 11, 2004
It is now the end of the second week of classes. Everyone on the team, especially freshmen, have become used to being students, as well as athletes, at Stanford. We have spent the last two weeks getting used to our hectic schedules, meeting people in our dorm, perfecting the art of bike riding under time-pressure, and learning the ropes here at college. We can now say that we are officially college students and all of us will agree that WE LOVE IT! The upper classmen have also figured out their schedules and are talking excitedly about new courses and what lays ahead. On a different note, we have just finished our hard week at practice. Everyone is doing an amazing job at keeping up with the flow and having a positive attitude when pushed to the maximum. The difficulty of skills keeps increasing and details are attended to, and the team looks great. Everyone is doing their best and the excitement for the season is growing everyday. It will be an amazing year for our Cardinal team!
-Alexandra Pintchouk-


text:
Oregon OSHA is launching a new website in the coming weeks. You will need to update your bookmarks.
The new website is designed to work well on mobile devices and increase accessibility for people with disabilities.
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Beech Tree Bed & Breakfast
Rockport, MA 01966
Phone: 978-546-2864
An immaculate Greek Revival, whose three attractively furnished guestrooms prove that you needn't compromise on comfort when traveling on a budget. Near New England's most picturesque seaside artists' colonies. Rates: from $120, including full breakfast.
Please Note: This information was accurate at the time of publication. When planning a trip, please confirm details by directly contacting any company or establishment you intend to visit.
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text:
Jason Haver: Bulls and Bears Still Deadlocked in US Equities
Jason Haver
Bears fumbled the ball yesterday and bulls recovered, but the game is still tied.
Every now and then, the market catches me completely off-guard; frankly, the strength of yesterday's rally surprised me. While I noted in passing that the potential existed for a fairly direct bottom, I actually expected the market would rally only briefly, then decline to new lows, even if only marginally lower. The silver lining is that yesterday's action probably couldn't have done a better job driving home the point I was trying to make about trades vs. projections when I wrote:
"The point is, on several occasions last week I mentioned that selling retests of the
(INDEXSP:.INX) 1849 high appeared to be a solid trade to me -- but now that we've seen a decline and selling actually looks like a "good" trade to our linear-thinking minds, it's much more dangerous. Don't get me wrong, I think the odds are good for at least some continuation to the downside -- but every projection doesn't make for a good trade, because entries, risk/reward, stops, etc. must all be considered.
So if you're bearish but missed the boat last week, be very careful about where you try to hop on going forward. The reality is, the market hasn't yet done anything but form a three-wave corrective decline. No key intermediate levels have been broken, and the pattern has not yet formed an impulsive five-wave decline to suggest a larger trend change. While there have been intermediate warning signals, price and pattern trump everything -- and practically speaking, the pattern at the intermediate degree has not yet ruled out the potential for another wave up. Speculate accordingly."
The interesting thing about all this is that bears who missed the boat are now being presented another opportunity to take a crack at a retest of the all-time high. That trade looked a bit better to me last week, but as we'll cover in a moment, I can't say it doesn't still appeal to me for technical reasons -- these days, I'm not really a bull or a bear; I have no bias beyond whatever the charts give me each day, and simply try to project and trade what I see.
Let's jump right to the chart which suggests bears aren't completely out of the running just yet.
Sometimes the market gives us straightforward patterns to work with, and sometimes it gives us patterns which would force Stephen Hawking to break out a calculator and start cussing. Right now, we're in the latter type of pattern. People who've followed my work for a while know I analyze portions of the wave structure which are often skipped over in popular Elliott Wave analysis. Some of my best calls, historically, have come from the results of this micro-work, but...
The obvious count here is a simple ABC decline in the S&P 500, shown in black below. The thing is, when I look at this chart with zero bias and no opinion of what the market "should" do next, I come up with the count shown in blue below. The challenge with the blue count is that the inherent complexity of the structure creates a higher probability for error -- just like most things in life, the more moving parts, the more opportunities for something to break or go offtrack. So I can't say that count is high probability, because that's simply the nature of the beast. The end result is that this "here's what I see" micro count is keeping me from jumping on the bull bandwagon just yet.
Click to enlarge
As I've noted previously, no key levels have been broken yet in either direction. Traders sometimes let their imaginations run wild during these types of noise-filled ranges, but it's often better to sit back as patiently as possible and wait for the market to declare its intentions.
Click to enlarge
Dow Jones Industrial Average
(INDEXDJX:.DJI) has not yet invalidated the possibility of a fourth wave. While the S&P 500 has simply expanded its trading range (and is running within that range), the Dow is still trading below its most recent consolidation -- a potential resistance zone.
Click to enlarge
In conclusion, bears put in a good showing on Monday and bulls put in a good showing on Tuesday, but neither side has actually accomplished anything of intermediate significance yet. As I mentioned yesterday, the action over upcoming sessions will have implications for the bigger picture -- but we're not "there" just yet. Trade safe.
Follow me on Twitter while I try to figure out exactly how to make practical use of Twitter:
No positions in stocks mentioned.
The information on this website solely reflects the analysis of or opinion about the performance of securities and financial markets by the writers whose articles appear on the site. The views expressed by the writers are not necessarily the views of Minyanville Media, Inc. or members of its management. Nothing contained on the website is intended to constitute a recommendation or advice addressed to an individual investor or category of investors to purchase, sell or hold any security, or to take any action with respect to the prospective movement of the securities markets or to solicit the purchase or sale of any security. Any investment decisions must be made by the reader either individually or in consultation with his or her investment professional. Minyanville writers and staff may trade or hold positions in securities that are discussed in articles appearing on the website. Writers of articles are required to disclose whether they have a position in any stock or fund discussed in an article, but are not permitted to disclose the size or direction of the position. Nothing on this website is intended to solicit business of any kind for a writer's business or fund. Minyanville management and staff as well as contributing writers will not respond to emails or other communications requesting investment advice.
Copyright 2011 Minyanville Media, Inc. All Rights Reserved.


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Taken 2 Takes Top Spot at Box Office
Liam Neeson has a lot to be proud of these days.
The actor's action sequel Taken 2 won the weekend box office title with $50 million.
That sum easily secures the top spot over last week's champ Hotel Transylvania, which took second place with $26.3 million.
Nabbing third was college a cappella group comedy Pitch Perfect with $14.7 million in ticket sales.
Time travel flick Looper and animated, kid-friendly horror homage Frankenweenie came in fourth and fifth places with $12.2 million and $11.5 million, respectively.
Rounding out the Top 10 were the Jake Gyllenhaal cop drama End of Watch ($4 million), the Clint Eastwood baseball movie Trouble with the Curve ($3.9 million), the Jennifer Lawrence thriller House at the End of the Street ($3.7 million), The Master ($1.8 million) and the re-release of Finding Nemo ($1.6 million).
What did you see this weekend?


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New Orleans Saints safety Kenny Vaccaro and tight end Benjamin Watson missed their second straight practice Thursday with concussions. Curtis Lofton (hamstring/ankle) and Akiem Hicks (back) returned to practice on a limited basis after missing Wednesday's session.
Jimmy Graham (foot/ankle) and Cam Jordan (ankle) were limited for the second straight day.
Roman Harper (knee), Tyrunn Walker (knee) and Malcolm Jenkins (hamstring) practiced fully for the second straight day.
For the San Francisco 49ers, Garrett Celek (hamstring) and Ray McDonald (ankle) missed practice for the second straight day. Justin Smith (shoulder) returned to practice on a limited basis after missing Wednesday.
Vernon Davis (concussion), Mario Manningham (knee), Bruce Miller (hamstring), Eric Reid (concussion) and Dan Skuta (foot) were limited.
Tarrell Brown (knee), Quinton Dial (ankle), Frank Gore (ankle), Andy Lee (neck) and Mike Iupati (knee) practiced fully).
Quinton Patton (foot) has been declared out.


text:
Archive for September 2011
Last night in NYC, Jay-Z hosted his Shawn Carter Scholarship Foundation carnival at Pier 54. The event, Making The Ordinary Extraordinary, cost $1,000 per ticket which went to help educational programs.
Jay-Z mother and CEO of the foundation, Gloria Carter was in attendance in addition to Yankees' Alex Rodriguez.
Check out all the photos below.
Although the single isn't completely finished just yet, Common debuts a verse from "Blue Sky" for the L.A. Leakers during a recent visit to Power 106. The song is produced by No I.D.
Curren$y's new mixtape Verde Terrace is pretty sweet, and so is the new tune he released last night entitled "Light Snacks". Muscle Car Chronicles coming soon.
How many tats you got, Wale? Wale made all the ladies spaze out yesterday when he released his latest track "Lotus Flower Bomb". Today, he debuts yet another new tune entitled "Tats On My Arm" featuring Mr. Rozay.
Ambition in stores November 1st.
Bars so hard! We weren't sure if we would ever hear a remix to Jay-Z and Kanye West's Watch The Throne track "N*ggas In Paris" but today Buss Buss answered that for us all. Here's the official remix featuring Busta Rhymes.
Maroon 5 has a serious hit on their hands with their latest song "Moves Like Jagger" which is currently the #1 single in the country. To make the song that much better, the group recruited Mac Miller and Christina Aguilera for the official remix. Mac lays down 2 verses for this one. Oh yeah.
Damn, Jeezy goes hard with the title to his latest track called "F.A.M.E (Fake Ass Muckafuckas Envy) featuring T.I. The track was produced by the J.U.S.T.I.C.E. League.
Although his new album TM103 has seen a few release dates come and go, the official release date will be unveiled via RapRadar next Monday, October 3rd.
What do you think of Jeezy's new tune? Let us know below.
Foxy Brown's brother, Gavin 'Pretty Boy' Marchand isn't going to be seen for awhile because he's now in prison after pleading guilty to credit card fraud. Last August, Gav was was arrested after a high speed chase through Manhattan after he and his friends decided to hit up Hermes with several stolen credit cards.
Gav pleaded guilty on August 18, 2011 and began serving his 2 1/2 – 5 year prison sentence yesterday, Sept. 28th.
And just think…several years back he was featured in his sister's music video for "Oh Yeah".
Not sure if anyone of you have heard of this guy besides being in the collective Odd Future, but here's new music entitled "Nagoya".
Its been a rough year for T.I., but today positive news comes down the pipeline that he's once again a free man. After finishing up the remainder of his 11 month sentence at a halfway house in ATL, T.I.'s lawyer confirms the rapper was released this morning.
T.IP.'s family and friends have gone all out for his return home with a welcome home party tomorrow and a $100k brunch on Sunday. Yes, you read correctly a $100k brunch which should put a smile on the rappers face…and a dent in his bank account.
Welcome home T.I.P.


text:
HTC has been leaking like a sieve for the last few weeks. The latest goodie to get out of Taiwan is the HTC Zeta, a rumored Ice Cream Sandwich phone with a 2.5 gigahertz Snapdragon processor. Other specs include Ice Cream Sandwich, a full gig of RAM and 4.5-inch 720p display. Naturally, there's no availability, pricing or verification in sight.
This one goes squarely in the "rumor" category. To round out that unbelievable processor you get 32GB of built-in storage, Sense UI, Beats (see the logo on the bottom) and a 1,830mAh battery. The strangely exposed 8MP battery on the back is twinned to a forward-facing cam with 1.3Mp. For something with a 4.5-inch screen the device is a little chunky at 9.8mm, so I'll go ahead and add fuel to the fire by guessing that it has LTE as well. Remember that capacitive buttons don't automatically mean that the device isn't running Ice Cream Sandwich.
I'm going to go out on a limb here and say this one probably isn't real. The sharp edges are a pretty radical design departure for HTC, and there's a good reason that most devices designed to go in your pocket don't have sharp corners. That crazy 2.5Ghz processor is suspect too; a Snapdragon of that caliber will be available soon, but why upstage your entire product line, including the upcoming Edge, so soon? I'm guessing this is a commendable but fake fan render. Still, I could certainly be wrong, and if I am, expect to see the Zeta or something like it at Mobile World Congress in February.
[via Engadget]
Related posts:
- Samsung Galaxy Nexus vs Motorola DROID RAZR: superphone shootout
- Samsung Announces New 1.5GHz Exynos Processor – Highly Doubt it will be in the Galaxy Nexus [from AL]
- T-Mobile Samsung Galaxy S II will have a Qualcomm 1.5Ghz dual-core processor according to @GalaxySsupport
- Samsung Galaxy Nexus vs HTC Rezound: Superphone Battle for the Holidays
- HTC Vigor Poses for Photo Shoot: 4.3″ 720p HD Screen, 2MP Front Camera, 4G LTE and 1.5GHz Dual-core Processor Confirmed


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Click to expand
All at once the clouds are parted
Light streams down in bright unbroken beams
Follow men's eyes as they look to the skies
The shifting shafts of shining weave the fabric of their dreams
Click to expand
All at once the clouds are parted
Light streams down in bright unbroken beams
Follow men's eyes as they look to the skies
The shifting shafts of shining weave the fabric of their dreams
My most incoherent headline yet.
This was the question back in 2011.
And this was the answer.
Comes now The Tens with his take on photographer-model duality:
Via The Tens – click to expand
You know who has a lot of shots of coyotes in Golden Gate Park? Nature photographer Dina Boyer does.
Check it:
Click to expand
And check out the rest of her set as well – she has a lot of great shots in there.
I'll tell you, since the return of coyotes in numbers in GGP, there have been numerous dog incidents but no coyote incidents.
Interesting, non?
Weill, I've never seen two wild coyotes together…
Photographer David Cruz does it again:
Click to expand
Click to expand
The Panoramic Survey Telescope and Rapid Response System (Pan-STARRS) is an array of astronomical cameras and telescopes and computing facility that is surveying the sky on a continual basis, including accurate astrometry and photometry of detected objects. By detecting any differences from previous observations of the same areas of the sky, it is expected to discover a very large number of new asteroids, comets, variable stars and other celestial objects. Its primary mission is to detect near-Earth objects that threaten impact eventsand is expected to create a database of all objects visible from Hawaii (three-quarters of the entire sky) down to apparent magnitude 24. Pan-STARRS is funded in large part by the U.S. Air Force through their Research Labs.
At Ocean Beach.
Via Nature's Lantern – click to expand
[Oops, dolphin not porpoise, corrected, thx.]
San Francisco photographer David Cruz does it again.
Dancing in the waters of Fort Funston:
Click to expand
Don't forget to supersize it.
Looks cold up there, huh?
Better A…
Click to expand
…or B?
Hint: One is worth $4.3 million and the other is worth $0.0 million.
Oh well.
Speaking of which, does MUNI pay full market value for the land it uses up at the Presidio Yard?
I wonder.
And for the record, here's your SFO approach cheat sheet:
Famous San Francisco photographer David Yu offers up a blue-sky rainbow o'er the Golden Gate Bridge.
Single rainbow, part of the way:
Click to expand


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Price: $39.95
The political map of North America shows country boundaries, place names, major highways and roads, bodies of water, and more. An inset map shows the Aleutian Islands off the coast of Alaska. This version is enlarged and laminatedfeaturing a "write and wipe" surface and durable plastic covering.
Delivery Information:
National Geographic is a renowned authority in cartography. For 120 years the Society's maps have helped spread geographic knowledge around the globe. A vast database allows National Geographic to combine the latest data gained by space-age technology with innovative digital mapping techniques to create state-of-the-art political, physical, and thematic maps. The Society's meticulous research and attention to detail have established a standard of achievement that is unparalleled.
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For use at officeEasy reference
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Recall: Electric Simmer Pots
On 2008-04-24, the Consumer Product Safety Commission (CPSC) published a recall regarding Electric Simmer Pots due to a potential fire & burn hazard. This product sold new beginning in April 2002 for about $17.00 to $25.00.
About 800,000 units are involved in this Waxcessories electric simmer pot recall. Learn more and find out what to do if you own this product below.
This was the 1st recall of products in the Potpourri & Aromatherapy Items category in 2008.
Check My Electric Simmer Pot | See Other Recalled Potpourri & Aromatherapy Items
Do you work for a company involved with this recall? Contact us to learn how you can control data, information and ads shown on this page.
What is the problem?
The simmer pots have wire connections that can become loose, posing a risk of fire and electric shock to consumers.
How can I tell if I own this product?
The electric simmer pots were sold in a variety of styles and were designed to melt scented wax in a ceramic cup. The cup sits on a ceramic base that contains a 40-watt bulb, socket and electric cord. The recall includes all designs of the electric simmer pots and all item numbers. The words "ELECTRIC SIMMER POT" and the design name are printed on the bar code label, which is located on the bottom of the base. For a complete list of individual item numbers and photos, visit the firm's recall Web site at www.simmerpotrecall.com
These items were sold new+ at Gift and novelty shops nationwide from April 2002 through April 2008 for between $17 and $25.
What should I do if I own this recalled product?
First, stop using the item.
Then, add the item to a free, private Items I Own account. This will enable you to easily access the CPSC and recalling company's remedy instructions as well as track your progress toward getting the item returned or fixed. Click "I Own THIS Item" to continue.
The CPSC provides the following remedy information:
Consumers should stop using the simmer pots immediately and contact Waxcessories for instructions on receiving a free replacement product.
For further information, call (800)899-5884 between 8 a.m. and 7 p.m. ET Monday through Friday, or visit the recall Web site at www.simmerpotrecall.com
Incidents & Injuries Reported as of Recall Date
There have been 161 reports of discolored cords, loose wires, and wires separating from the pot. No injuries have been reported.
+WeMakeItSafer cautions consumers that recalled items may have been acquired at different locations, prices and times than specified in the CPSC recall announcement. This is especially true for items purchased in online marketplaces, resale shops or yard sales. More information may be available at CPSC.gov.
Own a Different Electric Simmer Pot?
Add it to Items I Own,™ and our system will check it for past recalls, then keep checking daily, so you don't have to. Click "I Own a Similar Item" to continue.
Items I Own™ is a free WeMakeItSafer service.
Latest Safety Recalls
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Do you have comments or questions about this recall? Share them here.
Note: The recalling companies may not be monitoring these comments; they should be directed toward the public. Community Guidelines apply.
Sources may include: Consumer Product Safety Commission (CPSC), Health Canada and companies involved with this or a related recall.


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For the fitness enthusiast, it's also that kick in rear that you're looking for to get you over the hump and past that plateau. Here you will learn my advanced training techniques, helping you to get in the best shape of your life…
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St. Pete Boot Camp Schedule
Where: North Shore Park – 1120 North Shore Drive NE, St. Petersburg, FL. (Large open field behind volleyball nets)


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SID stands for System Identification number..Work Process is the component of an application server..Message Server is a service used by the different application servers to exchange data and internal messages...
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Suppose I have a $1$-dimensional manifold $M$ and within it an open set $U$ such that $U$ is homeomorphic to $S^1$. Can I deduce from that that $U$ is also a closed set inside $M$?
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As $S^1$ is compact, $U$ is compact too (as it is homeomorphic) and assuming the manifold is Hausdorff (as is usual) then indeed $U$ is indeed closed. And as noted in the comments, if $M$ is connected this would imply $M = U$.


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Hank Greenberg
Had he not spent much of his career competing against arguably the two greatest first basemen in baseball history in Lou Gehrig and Jimmie Foxx, Hank Greenberg likely would receive far more recognition for having been one of the most prolific sluggers in baseball history. Greenberg's legacy was further diminished by the fact that he spent almost five full peak seasons serving his country during World War II. Nevertheless, despite playing the equivalent of only nine-and-a-half full seasons in the major leagues, the big first baseman hit 331 home runs, drove in 1,276 runs, won two American League Most Valuable Player Awards, and led the Detroit Tigers to four pennants and two world championships, en route to establishing himself as one of the premier sluggers the game has ever seen.
Born in New York City's Greenwich Village on January 1, 1911 to Rumanian-born Orthodox Jewish immigrants who owned a successful cloth-shrinking plant, Henry Benjamin Greenberg moved with his family to the Bronx when he was seven years old.
Hampered by flat feet and a lack of coordination as a youngster, Greenberg worked diligently to overcome his physical deficiencies. After graduating from James Monroe High School in the Bronx, Hank attended New York University on an athletic scholarship for one semester before choosing to leave school to pursue a career in baseball.
Standing 6'4", weighing 220 pounds, and possessing great physical strength, Greenberg seemed to have all the physical tools he needed to succeed at the major league level. Yet he remained unsure of himself, especially early in his career, viewing his size and lack of grace as a major obstacle to his success. Greenberg's high school baseball coach explained, "Hank was so big for his age and so awkward that he became painfully self-conscious. The fear of being made to look foolish drove him to practice constantly and, as a result, to overcome his handicaps."
Greenberg's hard work paid off in the end, with the Giants, Yankees, and Senators all courting him before he finally elected to sign with the Detroit Tigers in January, 1930. The big first baseman spent the next three years in Detroit's minor league farm system, excelling at Raleigh, North Carolina in 1930, Evansville in the Illinois-Indiana-Iowa League in 1931, and Beaumont in the Texas League in 1932. It was at Beaumont that Greenberg received his first true dose of anti-Semitism.
At one point during the season, one of Greenberg's teammates (Jo-Jo White) began staring at the first baseman as he circled him slowly. When Greenberg asked White why he was staring at him, his teammate replied that he was merely curious, since he had never seen a Jew before. Greenberg later revealed, "I let him keep looking for a while, and then I said, 'See anything interesting?'" Looking for horns and finding none, White responded, "You're just like everyone else."
Greenberg joined Detroit in 1933, displaying from the very beginning his abilities as a hitter. He knocked in 87 runs and batted .301 in his 117 games as a rookie, teaming up with second baseman Charlie Gehringer to give the Tigers a deadly right side to their infield. Although Greenberg was still a bit raw in the field, he worked extremely hard on his defense, eventually turning himself into an above-average defensive first baseman.
Greenberg had his breakout year in 1934, helping the Tigers to 101 victories and the American League pennant by hitting 26 home runs, driving in 139 runs, scoring 118 others, batting .339, accumulating 201 hits, and topping the circuit with 63 doubles. He finished sixth in the league MVP voting. Detroit lost the World Series to St. Louis in seven games, but Greenberg acquitted himself quite well, batting .321, with nine hits, seven runs batted in, and a home run.
Late in the year, though, Greenberg inspired a considerable amount of controversy when he announced he did not intend to play on either Rosh Hashanah, the Jewish New Year, or Yom Kippur, the Day of Atonement. With the Tigers in the middle of a pennant race, Detroit fans grumbled, "Rosh Hashanah comes every year, but the Tigers haven't won the pennant since 1909." After doing much soul-searching, Greenberg decided to play on Rosh Hashanah, but he elected to sit out the game Detroit had scheduled for Yom Kippur. After the first baseman hit two home runs during the Tigers' 2-1 pennant-clinching victory played on the Jewish New Year, the Detroit Free Press ran the Hebrew lettering for "Happy New Year" across its front page the next day. Meanwhile, columnist and poet Edgar A. Guest wrote a poem entitled "Speaking of Greenberg" that ended with the lines "We shall miss him on the infield and shall miss him at the bat / But he's true to his religion – and I honor him for that."
In truth, Greenberg was not a particularly religious man, but, as the first true Jewish star in professional sports, he considered it his duty to set a good example for his people, and to be a positive role model for the Jewish youth of America. After his playing career was over Greenberg revealed, "When I was playing, I used to resent being singled out as a Jewish ballplayer. I wanted to be known as a great ballplayer, period. I'm not sure why or when I changed, because I'm still not a particularly religious person. Lately, though, I find myself wanting to be remembered not only as a great ballplayer, but even more as a great Jewish ballplayer."
The Detroit first baseman established himself as one of baseball's elite players in 1935, leading the Tigers to their second consecutive pennant by placing among the league leaders with a .328 batting average, 121 runs scored, 203 hits, 16 triples, 46 doubles, and a .628 slugging percentage, while topping the circuit with 36 home runs and 170 runs batted in. His outstanding performance earned him league MVP honors.
The Tigers subsequently defeated the Chicago Cubs in six games in the World Series, but the Fall Classic was not a particularly enjoyable one for Greenberg. The A.L. MVP badly injured his wrist in the second contest, and he subsequently had to sit out the four remaining games. Even prior to that unfortunate incident, though, the treatment Greenberg received from the Chicago players left him feeling somewhat disconcerted. The Cubs took every opportunity to remind the big first baseman of his Jewish heritage, hurling ethnic slurs at Greenberg whether he was at the bat or in the field. As the slugger stood at home plate on one particular occasion waiting for the opposing pitcher to deliver his pitch, one Chicago player yelled, "Throw him a porkchop...he can't hit that!" The abuse eventually got so bad that home plate umpire George Moriarty stopped the game and instructed the Cubs to tone down their remarks.
Such shabby treatment of Greenberg was not at all unusual, especially early in his career. Anti-Semitism ran rampant throughout the United States at the time, and Detroit was actually one of the nation's least-tolerant places. Henry Ford, one of the city's leading citizens, harbored deep resentment towards people of the Jewish faith. He published The International Jew during the 1920s, a work that blamed a Jewish conspiracy for both communism and a capitalistic plot designed to destroy Christian civilization. And Father Coglin expressed pro-Nazi sentiments while simultaneously denouncing Jews and blacks during his weekly radio shows that were broadcast throughout the city.
Things being as they were in this country during Greenberg's playing days, he often had to endure verbal abuse from fans and opposing players alike. The big first baseman was not the first Jewish man to play in the major leagues. But he was one of a select few who elected not to conceal his heritage by changing his name, and he was certainly the first truly great Jewish player to don a big-league uniform. As a result, Greenberg became a symbol of success for many Jewish-Americans, as much as he became a target of abuse for those people who resented him merely because of his faith. Greenberg usually chose to ignore the many derisive comments that were directed towards him, but he sometimes elected to retaliate when his adversary pushed him too far.
One such instance occurred during a game against the Chicago White Sox. With Greenberg holding on Chicago baserunner Joe Kuhel at first base, the White Sox first baseman attempted to spike his counterpart as he slid back to the bag on an attempted pick-off. Greenberg responded by slapping Kuhel, but the confrontation was quickly broken up before it was allowed to escalate. However, Greenberg followed the White Sox players into their clubhouse at the conclusion of the game and proceded to berate Kuhel in front of the entire team. No one on the White Sox moved a muscle as the hulking Greenberg continued to convey his anger to Kuhel, who sat quietly through the entire diatribe. Detroit pitcher Eldon Auker followed his teammate into the Chicago clubhouse and observed the entire episode. Auker later recalled that the Chicago player's submissive attitude during the reproach "...was probably a good thing because Hank was real tough."
Following Detroit's World Series victory in 1935, Greenberg re-injured his wrist early in the 1936 campaign and missed virtually the entire year. He returned, though, in 1937 to have one of his finest seasons. In addition to hitting 40 home runs, batting .337, scoring 137 runs, and amassing 49 doubles and 200 hits, Greenberg knocked in 183 runs, to come within one RBI of tying Lou Gehrig for the all-time American League record. The Tiger first baseman finished third in the league MVP balloting.
Greenberg placed third in the MVP voting again in 1938, when he batted .315, drove in 146 runs, led the league with 144 runs scored, and topped the circuit with 58 home runs, to finish two homers shy of Babe Ruth's then single-season mark of 60.
Although Greenberg continued to reject the notion years later, some of his Tiger teammates believed that opposing pitchers refused to pitch to the slugger during the season's final days because they didn't want a Jewish player to break the Babe's record.
Greenberg had another very solid year in 1939, hitting 33 home runs, knocking in 112 runs, scoring another 112, and batting .312. He then became the first player to win the Most Valuable Player Award at two different positions in 1940, after he moved to left field prior to the start of the season to make room at first base for young slugger Rudy York. Greenberg ended up leading the Tigers to the pennant by batting .340, scoring 129 runs, and topping the circuit with 41 home runs, 150 runs batted in, 50 doubles, and a .670 slugging percentage. Although the Tigers subsequently lost the World Series to the Reds in seven games, Greenberg batted .357, with 10 hits, one home run, six runs batted in, and five runs scored.
Greenberg's strong anti-Nazi sentiments prompted him to become the first major league player to enlist in the United States military at the beginning of the second World War. Initially drafted in 1940, Greenberg spent all but the first 19 games of the 1941 campaign serving his country, before being honorably discharged on December 5, 1941, after the United States Congress elected to release men aged 28 years and older from service. However, Greenberg elected to re-enlist immediately when the Japanese bombed Pearl Harbor just two days later. After graduating from Officer Candidate School, he was commissioned as a first lieutenant in the United States Army Air Forces. Greenberg eventually served overseas in the China-Burma-India Theater, scouting locations for B-29 bomber bases. He remained on active duty until he was finally discharged four-and-a-half years later, in mid-1945.
Greenberg showed little rust when he returned to the Tigers, homering in his first game back, driving in 60 runs in only 78 games, and clinching the pennant for Detroit with a grand slam home run in the final game of the season. He then hit two home runs and knocked in seven runs against the Cubs in the World Series, leading the Tigers to a seven-game victory.
Greenberg spent only one more year in Detroit, leading the American League with 44 home runs and 127 RBIs in 1946. He was traded to the Pirates at the end of the season, and he spent his final year in Pittsburgh mentoring future Hall of Famer Ralph Kiner.
Greenberg later said, "Ralph had a natural home run swing. All he needed was somebody to teach him the value of hard work and self-discipline. Early in the morning on off-days, every chance we got, we worked on hitting." Kiner went on to hit 51 home runs for the Pirates that year, and he later gave Greenberg much of the credit for the success he experienced during his Hall of Fame career.
Greenberg retired at the end of the 1947 campaign to take a front-office position with the Cleveland Indians. He ended his career with a .313 batting average, 331 home runs, and 1,276 RBIs in only 1,394 games. He surpassed 40 homers on four separate occasions, knocked in more than 100 runs seven times, scored more than 100 runs six times, collected more than 40 doubles five times, and amassed more than 200 hits three times. Greenberg averaged 39 home runs, 150 runs batted in, and 127 runs scored in the six full seasons he played between 1934 and 1940, while also batting well over .300 each year. He led the A.L. in home runs and runs batted in four times each, and he also topped his circuit once in runs scored, and twice in both doubles and walks. He was selected to appear in the All-Star Game a total of five times.
After serving as Cleveland's farm director in 1948 and 1949, Greenberg became the team's general manager in 1950. A shrewd judge of talent, he subsequently helped build the Indians team that won 111 games in 1954, to put an end to New York's five-year reign as American League champions. From Cleveland, Greenberg moved on to the Chicago White Sox as part owner and vice president. While with Chicago, Greenberg was elected to the Baseball Hall of Fame, being inducted in 1956. He retired from baseball in 1963 to become a successful investment banker. Greenberg remained a physically strong and imposing figure until he developed cancer in the 1980s. He finally lost his battle with the dreaded disease in 1986, passing away in Beverly Hills, California at the age of 75.
Long after his passing, Hank Greenberg continues to be largely overlooked when conversations arise concerning the all-time greats. But the men who saw him play know that he was a truly devastating hitter.
Joe DiMaggio once said of Greenberg: "He was one of the truly great hitters, and when I first saw him bat, he made my eyes pop out."
- Tagged:
- 1934 World Series, 1935 World Series, 1956 Hall of Fame, AL MVP 1935, AL MVP 1940, Baseball History, Beaumont Bullfrogs, Detroit Tigers, Hank Greenberg, Texas League, WWII, firstbase


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The Peavey CS 4080 HZ, delivers an astonishing 4080 watts at 8 ohms—making it possibly the most powerful subwoofer amplifier on the market.
Building on the reputation of the world-famous Peavey CS 800, which conquered the high-powered amp market in the 1970s, the CS Series is the global standard bearer for workhorse reliability. Over the years, these amps have benefited from many of Peavey's most popular audio innovations, including their exclusive DDT compression/anti-clipping protection. With its 2RU design and high power ratings, this latest evolution of the CS Series is leaner, louder and lighter than ever.
Peavey CS 4080 HZ Power Amplifier Features
Peavey CS 4080 HZ Specifications
Guitars/Basses, Amp, Pre-Amps, Mixers, Electronic Crossovers & EQs: 2 years *(+ 3 years)Drums: 2 years *(+ 1 year)Enclosures: 3 years *(+ 2 years)Digital Effects, Keyboard & MIDI Controllers: 1 year *(+ 1 year)Mics: 2 yearsSpeaker Components (incl. replacement parts) and all Accessories: 1 yearTubes & Meters: 90 days* Add'l warranty period applicable if Warranty Registration Card is completed & returned to Peavey by original retail purchaser within 90 days.