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8 Healthy Meal Prep Recipes Using Hy-Vee Cauliflower Rice, Including a Quick "Risotto"
It's not only a low-carb option for rice, but this powerful veggie packs in a lot of protein and other nutrients. We couldn't help but explore the many uses of riced cauliflower in the kitchen, including a hot breakfast "cereal," a quick "risotto," and a healthy take on shrimp and "grits."
Of course you can always rice your own cauliflower in the food processor, but if time is not on your side, look for the Hy-Vee Short Cuts riced cauliflower in the produce department or find cauliflower rice in the frozen food aisle.
Chocolate Peanut Butter Cauliflower "Oatmeal"
The irresistible flavors of peanut butter and chocolate make cauliflower taste like a treat—trust us. Plus, you get an extra helping of vegetables.
BreakfastChocolate Peanut Butter Cauliflower "Oatmeal"
Replacing rice in a burrito with cauliflower rice is a brilliant way to sneak in an extra veggie without changing the texture. Try it with the kids.
We can't get enough of this spicy beef over cauliflower rice. Plus, it makes enough to pack for lunches the next day.
Finally, a healthy take on fried rice. Stir-fried veggies and cauliflower rice are topped with spicy marinated pork and sweet pineapple.
These portable cauliflower pizza bites are one of our favorite appetizers. It's full of the pizza flavor you love with all the goodness of cauliflower packed right in.
Here, the tostadas are made out of lemon and garlic cauliflower rice—a low carb-and super delicious option.
This quick 25-minute take on risotto uses, you've guessed it, fresh cauliflower rice. The cauliflower soaks up all of the lemony goodness of the broth and highlights the flavor of the shrimp.

lowercased:
8 healthy meal prep recipes using hy-vee cauliflower rice, including a quick "risotto"
it's not only a low-carb option for rice, but this powerful veggie packs in a lot of protein and other nutrients. we couldn't help but explore the many uses of riced cauliflower in the kitchen, including a hot breakfast "cereal," a quick "risotto," and a healthy take on shrimp and "grits."
of course you can always rice your own cauliflower in the food processor, but if time is not on your side, look for the hy-vee short cuts riced cauliflower in the produce department or find cauliflower rice in the frozen food aisle.
chocolate peanut butter cauliflower "oatmeal"
the irresistible flavors of peanut butter and chocolate make cauliflower taste like a treat—trust us. plus, you get an extra helping of vegetables.
breakfastchocolate peanut butter cauliflower "oatmeal"
replacing rice in a burrito with cauliflower rice is a brilliant way to sneak in an extra veggie without changing the texture. try it with the kids.
we can't get enough of this spicy beef over cauliflower rice. plus, it makes enough to pack for lunches the next day.
finally, a healthy take on fried rice. stir-fried veggies and cauliflower rice are topped with spicy marinated pork and sweet pineapple.
these portable cauliflower pizza bites are one of our favorite appetizers. it's full of the pizza flavor you love with all the goodness of cauliflower packed right in.
here, the tostadas are made out of lemon and garlic cauliflower rice—a low carb-and super delicious option.
this quick 25-minute take on risotto uses, you've guessed it, fresh cauliflower rice. the cauliflower soaks up all of the lemony goodness of the broth and highlights the flavor of the shrimp.


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Be it a formal occasion, dinner date, a cookout/barbeque, a day at the beach/pool or just a casual outing, you can gain some inspiration from these beautiful but simple designs if you want to be daring enough to show up at the occasion twinning with your partner.
Which of these matching outfits do you think would turn heads and make you and your sweetheart the life of the party? Glance through and comment below!

lowercased:
be it a formal occasion, dinner date, a cookout/barbeque, a day at the beach/pool or just a casual outing, you can gain some inspiration from these beautiful but simple designs if you want to be daring enough to show up at the occasion twinning with your partner.
which of these matching outfits do you think would turn heads and make you and your sweetheart the life of the party? glance through and comment below!


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A meal is never complete without indulging your sweet tooth. A perfect dessert makes a perfect meal. Desserts could be anything from ice-cream to cakes to fruits. Who doesn’t love to enjoy a sweet and delicious dessert? But would you spend millions on it? Yes, that’s right; the world’s most expensive desserts have a price of millions.
Here is the list of top 10 most expensive desserts offered in the world. As you read along, let me warn you, the price tags are going to really surprise you. If you are insanely rich or simply insane at spending on desserts, then these are the desserts to spend your money on.
Christmas is all about spending time with family, sharing and receiving things, enjoying delicious meals and of course, the Christmas cakes. But would you dare to buy a cake worth $1.65 million? A Christmas cake for $1.65 million is surely shocking to a common man. The reason for this whopping price is the 223 diamonds studded on the exteriors ends of the whole cake. This cake was displayed in the Takashimaya department store in Tokyo in 2005. The pastry chef took six months to design this two-layered hexagonal cake and an additional month to prepare it.
This is a dessert dish served at the Arnaud’s restaurant in New Orleans. Strawberries Arnaud is a heavenly dish worth $1.4 million. Now you would wonder, why would a bowl of strawberries and cream cost you over millions. Apart from strawberries soaked in wine served with whipped cream and mint, you will be able to find a 4.7-carat pink diamond that resembles one that was once owned by Sir Ernest Cassel, an English Royal Financial Advisor. The dessert comes with white glow servers who provide you with wine out of a wine set worth $2500. Furthermore, you can enjoy a piece of live jazz music in the background as you savour this amazingly delicious and the second most expensive dessert in the world.
The platinum cake is created by a Japanese pastry chef named Nobue Ikara. It was made for two reasons: to promote platinum jewellery and to honour the Japanese actress, Rinko Ki Kuchi. The cake which is embellished with platinum chains, sticks, pins, pendants and edible platinum foils is worth $130,000. Well, if you are a platinum lover, this cake is precisely what you want. The platinum cake is particularly delightful to the eyes.
Frrrozen Haute Chocolate is a drink that would provide you with a memorable experience. Going at a price of $25,000, it beats all other sundaes. This dessert contains cocoa collected from fourteen different countries in the world, 5 grams of 23-carat gold, milk and a topping of La Madeline Au Truffle worth $250. This frozen drink is served in a splendid goblet with a golden crown.
The presentation of this dessert is going to leave you amazed and then by the price. This dessert portrays a fascinating scene of a stilt fisherman. It was created as a tribute to stilt fishing which is a very popular tradition in Sri Lanka followed for decades. It was first launched in the Wine3 Fisherman Stilt Restaurant in Sri Lanka. The cost of this magnificent dessert is $14,500. The dish is an Italian cassata with a champagne base, Irish cream, edible gold, mango and pomegranate. The fisherman and his pole are carved out of chocolate and an 80-carat aquamarine is placed perfectly beneath. If you choose to buy the Fortress Stilt Fisherman Indulgence, then you get to keep the jewel.
Macaroons are a special dessert famous in France but are now available anywhere in the world at reasonable prices. This sweet is prepared simply by placing two meringue puffs with buttercream inside it. Anyone can try to make it even at home. It is a tasty dessert and makes a nice snack. But how about you spend $7000 for macaroons? Sounds insane right? However, French pastry chef, Pierre Herme has actually baked a special variety of macaroons worth $7414. The chef explains that the reason for the high price is the expensive and different ingredients used to make it. These ingredients include red wine, Balsamic vinegar, Fleur de sel, peanut butter and whatever else the customer wishes to be wanted in between their meringue puffs.
You would find this glittering cake at the Ciragan Palace Kempinski Hotel, Istanbul. The Sultan’s Golden cake is worth $1000. The cake is made up of apricots, quince, pears and fig topped with black truffles, French Polynesia vanilla bean, 24-carat gold leaf and caramel. Further, the cake would be packed inside a silver cake box with a golden seal. It requires 70 hours to prepare this cake and is usually only made per request.
The Brownie Extraordinaire is a dessert sold at Brule restaurant located in Atlantic City, New Jersey. So the next time you visit the East Coast of the U.S, you can have this amazing dessert if you are willing to pay $1000 for a brownie. But wait, this is not just any brownie. It is made of dark chocolate and covered with hazelnuts from Italy. Along with the brownie, the customers are served with a scoop of ice cream. Moreover, you get to experience a very rare and highly expensive port wine.
Serendipity 3 Restaurant in New York City introduced this masterpiece for its 50th anniversary. The Golden Opulence Sundae costs over $1000. The dessert uses different ingredients sourced from different locations of the world. The dessert includes 5 scoops of Tahitian Vanilla bean ice-cream mixed with Venezuelan chocolate and Madagascar vanilla, topped off with a gold leaf covered in 23K edible gold. The other ingredients include Grand Passion Caviar, truffles, Marzipan cherries, gold dragnets, Paris candied fruits and much more. All these make it a top ice-cream in taste as well.
One of the other benefits of spending on this dessert is that you get to keep a worthy souvenir of the grand dessert experience. You can take home the $350 Baccarat Harcourt crystal goblet which is used to serve this ice-cream. Despite the exorbitant cost, the restaurant says that they sell about one of these sundaes every month.
The Vintage Collection provided by Noka Chocolate is probably one of the simplest desserts going at a price of $854 per pound. Noka uses a variety of cocoa ingredients in preparing this finest and delicious dessert. The chocolate used in Vintage Collection is mainly dark variety, each of them made with at least 75% cocoa. This fine dessert is packaged in the classic Noka design.

lowercased:
a meal is never complete without indulging your sweet tooth. a perfect dessert makes a perfect meal. desserts could be anything from ice-cream to cakes to fruits. who doesn’t love to enjoy a sweet and delicious dessert? but would you spend millions on it? yes, that’s right; the world’s most expensive desserts have a price of millions.
here is the list of top 10 most expensive desserts offered in the world. as you read along, let me warn you, the price tags are going to really surprise you. if you are insanely rich or simply insane at spending on desserts, then these are the desserts to spend your money on.
christmas is all about spending time with family, sharing and receiving things, enjoying delicious meals and of course, the christmas cakes. but would you dare to buy a cake worth $1.65 million? a christmas cake for $1.65 million is surely shocking to a common man. the reason for this whopping price is the 223 diamonds studded on the exteriors ends of the whole cake. this cake was displayed in the takashimaya department store in tokyo in 2005. the pastry chef took six months to design this two-layered hexagonal cake and an additional month to prepare it.
this is a dessert dish served at the arnaud’s restaurant in new orleans. strawberries arnaud is a heavenly dish worth $1.4 million. now you would wonder, why would a bowl of strawberries and cream cost you over millions. apart from strawberries soaked in wine served with whipped cream and mint, you will be able to find a 4.7-carat pink diamond that resembles one that was once owned by sir ernest cassel, an english royal financial advisor. the dessert comes with white glow servers who provide you with wine out of a wine set worth $2500. furthermore, you can enjoy a piece of live jazz music in the background as you savour this amazingly delicious and the second most expensive dessert in the world.
the platinum cake is created by a japanese pastry chef named nobue ikara. it was made for two reasons: to promote platinum jewellery and to honour the japanese actress, rinko ki kuchi. the cake which is embellished with platinum chains, sticks, pins, pendants and edible platinum foils is worth $130,000. well, if you are a platinum lover, this cake is precisely what you want. the platinum cake is particularly delightful to the eyes.
frrrozen haute chocolate is a drink that would provide you with a memorable experience. going at a price of $25,000, it beats all other sundaes. this dessert contains cocoa collected from fourteen different countries in the world, 5 grams of 23-carat gold, milk and a topping of la madeline au truffle worth $250. this frozen drink is served in a splendid goblet with a golden crown.
the presentation of this dessert is going to leave you amazed and then by the price. this dessert portrays a fascinating scene of a stilt fisherman. it was created as a tribute to stilt fishing which is a very popular tradition in sri lanka followed for decades. it was first launched in the wine3 fisherman stilt restaurant in sri lanka. the cost of this magnificent dessert is $14,500. the dish is an italian cassata with a champagne base, irish cream, edible gold, mango and pomegranate. the fisherman and his pole are carved out of chocolate and an 80-carat aquamarine is placed perfectly beneath. if you choose to buy the fortress stilt fisherman indulgence, then you get to keep the jewel.
macaroons are a special dessert famous in france but are now available anywhere in the world at reasonable prices. this sweet is prepared simply by placing two meringue puffs with buttercream inside it. anyone can try to make it even at home. it is a tasty dessert and makes a nice snack. but how about you spend $7000 for macaroons? sounds insane right? however, french pastry chef, pierre herme has actually baked a special variety of macaroons worth $7414. the chef explains that the reason for the high price is the expensive and different ingredients used to make it. these ingredients include red wine, balsamic vinegar, fleur de sel, peanut butter and whatever else the customer wishes to be wanted in between their meringue puffs.
you would find this glittering cake at the ciragan palace kempinski hotel, istanbul. the sultan’s golden cake is worth $1000. the cake is made up of apricots, quince, pears and fig topped with black truffles, french polynesia vanilla bean, 24-carat gold leaf and caramel. further, the cake would be packed inside a silver cake box with a golden seal. it requires 70 hours to prepare this cake and is usually only made per request.
the brownie extraordinaire is a dessert sold at brule restaurant located in atlantic city, new jersey. so the next time you visit the east coast of the u.s, you can have this amazing dessert if you are willing to pay $1000 for a brownie. but wait, this is not just any brownie. it is made of dark chocolate and covered with hazelnuts from italy. along with the brownie, the customers are served with a scoop of ice cream. moreover, you get to experience a very rare and highly expensive port wine.
serendipity 3 restaurant in new york city introduced this masterpiece for its 50th anniversary. the golden opulence sundae costs over $1000. the dessert uses different ingredients sourced from different locations of the world. the dessert includes 5 scoops of tahitian vanilla bean ice-cream mixed with venezuelan chocolate and madagascar vanilla, topped off with a gold leaf covered in 23k edible gold. the other ingredients include grand passion caviar, truffles, marzipan cherries, gold dragnets, paris candied fruits and much more. all these make it a top ice-cream in taste as well.
one of the other benefits of spending on this dessert is that you get to keep a worthy souvenir of the grand dessert experience. you can take home the $350 baccarat harcourt crystal goblet which is used to serve this ice-cream. despite the exorbitant cost, the restaurant says that they sell about one of these sundaes every month.
the vintage collection provided by noka chocolate is probably one of the simplest desserts going at a price of $854 per pound. noka uses a variety of cocoa ingredients in preparing this finest and delicious dessert. the chocolate used in vintage collection is mainly dark variety, each of them made with at least 75% cocoa. this fine dessert is packaged in the classic noka design.


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Welcome to the Edinburgh Sports Club. We are a thriving rackets club in the heart of Edinburgh's West End just a short brisk walk from Princes Street and Edinburgh Castle. We have 6 Squash courts, 3 floodlit Tennis courts, 2 brand new floodlit Padel courts, a Hardball Doubles court, first class Table-Tennis facility, a Gym, Bar, Restaurant and barbecue area. The club is hidden away on an island in the middle of the Water of Leith World Heritage site.
We are a family orientated members club that anyone can join. We recognise how important it is to be introduced to other members and playing partners so whatever your level and whatever your sport, we will make sure you meet the right people.
Coaching forms an integral part of our club and is available for all our sports for both adults and juniors of all levels. It’s never to early to learn!
There is an array of organised activities to help you get integrated into the club, mini-leagues, club nights, handicap tournaments, mini-team competitions, squash festivals, graded tournaments, teams, tours and international events.
Our beautifully appointed Bar Restaurant and Lounge areas gives you the perfect excuse to unwind after a hard game on court or a hard day at the office. Have a refreshment, read the papers, watch the big screen, there is always something going on. Currie nights, Quiz nights, Bistro Nights, Octoberfest, Mayhem, the list goes on. You might even participate in the odd Karaoke Night! The restaurant offers excellent weekday lunches and you can hire the venue for parties and special occasions.

lowercased:
welcome to the edinburgh sports club. we are a thriving rackets club in the heart of edinburgh's west end just a short brisk walk from princes street and edinburgh castle. we have 6 squash courts, 3 floodlit tennis courts, 2 brand new floodlit padel courts, a hardball doubles court, first class table-tennis facility, a gym, bar, restaurant and barbecue area. the club is hidden away on an island in the middle of the water of leith world heritage site.
we are a family orientated members club that anyone can join. we recognise how important it is to be introduced to other members and playing partners so whatever your level and whatever your sport, we will make sure you meet the right people.
coaching forms an integral part of our club and is available for all our sports for both adults and juniors of all levels. it’s never to early to learn!
there is an array of organised activities to help you get integrated into the club, mini-leagues, club nights, handicap tournaments, mini-team competitions, squash festivals, graded tournaments, teams, tours and international events.
our beautifully appointed bar restaurant and lounge areas gives you the perfect excuse to unwind after a hard game on court or a hard day at the office. have a refreshment, read the papers, watch the big screen, there is always something going on. currie nights, quiz nights, bistro nights, octoberfest, mayhem, the list goes on. you might even participate in the odd karaoke night! the restaurant offers excellent weekday lunches and you can hire the venue for parties and special occasions.


text:
The Edge Leopard electric power washer is manufactured to the highest quality for unbeatable reliability and dependable cleaning results. Compact and highly versatile, these commercial cleaning machines are light and highly manoeuvrable, so are easy to use in a variety of situations.
TX versions include a thermoplastic wheeled trolley, integrated chemical tank and hose holder and chemical injector, with an 8m high pressure hose and 2-piece lance assembly.
TSX versions also include an auto stop/start function with a 30 second delay.
As an added safety feature, the motor of this power washer is equipped with full overload protection.
Quality assured through compliance with CE regulations.

lowercased:
the edge leopard electric power washer is manufactured to the highest quality for unbeatable reliability and dependable cleaning results. compact and highly versatile, these commercial cleaning machines are light and highly manoeuvrable, so are easy to use in a variety of situations.
tx versions include a thermoplastic wheeled trolley, integrated chemical tank and hose holder and chemical injector, with an 8m high pressure hose and 2-piece lance assembly.
tsx versions also include an auto stop/start function with a 30 second delay.
as an added safety feature, the motor of this power washer is equipped with full overload protection.
quality assured through compliance with ce regulations.


text:
Eugene Allen Smith (1841-1927) was a professor, geologist, and naturalist who travelled by mule-drawn wagon throughout Alabama after the Civil War to find natural resources that could be used to develop industry in the state. His efforts in working with the state legislature also resulted in permanent funding for the Geological Survey of Alabama and a building, now the Alabama Museum of Natural History, on the University of Alabama campus designed by Smith to house his collections and the collections donated by others, as well as classrooms and laboratories for students.
Smith was born in Washington Ferry, Autauga County, on October 27, 1841, to Samuel Parrish Smith, a medical doctor, and Adelaide Allen Smith. Of his five siblings, Smith was especially close to his sister, Julia, who married Merrill Edward Pratt Sr., nephew and adopted son of industrialist Daniel Pratt. By 1850, the family had moved to Prattville, also in Autauga County, where Smith attended private school until enrolling at Central High School in Philadelphia, Pennsylvania. In 1862, after earning a bachelor of science degree from the University of Alabama, he served in the Confederate Army with the rank of private, most notably taking part in the battle of Perryville, Kentucky. He then was assigned to teach military tactics at the University of Alabama, where he witnessed the burning of the campus by federal forces.
With the war's end, Smith borrowed money from a relative and travelled to Europe, where he earned a doctorate from Heidelberg University in Germany in 1868. For the next three years, he worked in Oxford, Mississippi, as assistant state geologist and professor of chemistry at the University of Mississippi. When the University of Alabama reopened in 1871, he returned to Tuscaloosa as professor of agricultural chemistry and mineralogy. Smith married Jane Meredith Garland, daughter of the wartime president of the University of Alabama, Landon Garland, on July 10, 1872; they would have five children. During his years at the university, in addition to teaching, he devoted his energies to organizing the university's symphony orchestra (in which he played second violin), rebuilding the library collection, and helping found the athletic program. For Field Day each year, he organized sporting events and served as judge. An enthusiastic supporter of football and baseball, he was often photographed with the teams.
Soon after his return to Alabama, Smith pressured the state legislature to reactivate the state geologist position, which had fallen dormant in 1858 after the death of Michael Tuomey, the first state geologist, and the onset of the Civil War. Smith believed that poverty-stricken Alabama's recovery from the economic devastation of the Civil War and its aftermath would depend on an industry-based economy rather than agriculture. In 1873, the legislature appointed Smith state geologist, without salary, and set him the task of traveling during the summer months throughout the state searching for resources that could be used by industry. His resulting reports and articles, studied by northern industrialists and others seeking investment opportunities, led to the founding and growth of multiple industries, including coal, iron, cement, fertilizer, soapstone, water power, graphite, mica, kaolin, and many others. Men who became the industrial giants of the future city of Birmingham, including Truman Aldrich, Henry DeBardeleben, and James Withers Sloss, often looked to Smith for advice.
Smith's 1879 survey and evaluation of the Warrior River from Tuscaloosa to Birmingham for the federal government paved the way for construction of the lock and dam system that made available year round the natural resources of the area to the markets of the world. He used his political skill and his friends' influence with Congress in Washington to get legislation passed allocating 46,080 acres of federal land to Alabama in reparation for the burning of the University of Alabama; beginning in 1885, he served on the three-man commission to choose the lands. In subsequent years, the university sold some of the land and used the income for various expenses. From the corrections to inaccurate maps he made during his travels, he produced a map of Alabama, published in Berney's Handbook of Alabama in 1892, so exact that it endured until 1926 as the standard work of its kind. Smith cofounded the Alabama Industrial and Scientific Society in December 1890.
A knowledgeable botanist, he collaborated with Mobile scientist Charles Mohr to publish the first complete listing of Alabama plants, several of which Smith himself discovered. Early in his travels he had begun collecting plant, animal, and mineral specimens and Native American artifacts in the hopes of one day setting up a natural history museum. He achieved that goal in 1910, when the building was constructed on the UA campus. Over Smith's protests, it was named Eugene Allen Smith Hall. Several prominent men donated outstanding collections to the museum because of their high regard for Smith. The Mobile Register reported that Truman Aldrich gave his own extensive shell collection as well several other collections that he had acquired. He also donated many cases of rare books on conchology and other branches of science. Joseph W. Spencer, former state geologist of Georgia and a noted botanist, donated several collections in honor of Smith, including a valuable collection of fossils and natural history specimens.
Gov. Emmet O'Neal in 1911 appointed Smith to the newly created five-man Alabama Highway Commission. In 1912, Smith was elected president of the Geological Society of America. In 1920, he worked with Alabama senator Oscar Underwood to establish a metallurgical research experiment station at the university under the auspices of the U.S. Bureau of Mines. Another invaluable legacy to Alabamians was a photographic record he began in 1885, documenting through his camera the state's development during that critical period of its history. These photographs are now housed in the Hoole Special Collections Library at the University of Alabama.
Shortly before his death, Smith secured a $50,000 annual appropriation from the Alabama Legislature for the Geological Survey of Alabama, providing financial security for the organization Smith had served for most of his life. Smith died on September 7, 1927, and was buried in Evergreen Cemetery in Tuscaloosa.
Adams, Charles Edwards. Blocton: The History of an Alabama Coal Mining Town. Brierfield, Ala.: Cahaba Trace Commission, 2001.

lowercased:
eugene allen smith (1841-1927) was a professor, geologist, and naturalist who travelled by mule-drawn wagon throughout alabama after the civil war to find natural resources that could be used to develop industry in the state. his efforts in working with the state legislature also resulted in permanent funding for the geological survey of alabama and a building, now the alabama museum of natural history, on the university of alabama campus designed by smith to house his collections and the collections donated by others, as well as classrooms and laboratories for students.
smith was born in washington ferry, autauga county, on october 27, 1841, to samuel parrish smith, a medical doctor, and adelaide allen smith. of his five siblings, smith was especially close to his sister, julia, who married merrill edward pratt sr., nephew and adopted son of industrialist daniel pratt. by 1850, the family had moved to prattville, also in autauga county, where smith attended private school until enrolling at central high school in philadelphia, pennsylvania. in 1862, after earning a bachelor of science degree from the university of alabama, he served in the confederate army with the rank of private, most notably taking part in the battle of perryville, kentucky. he then was assigned to teach military tactics at the university of alabama, where he witnessed the burning of the campus by federal forces.
with the war's end, smith borrowed money from a relative and travelled to europe, where he earned a doctorate from heidelberg university in germany in 1868. for the next three years, he worked in oxford, mississippi, as assistant state geologist and professor of chemistry at the university of mississippi. when the university of alabama reopened in 1871, he returned to tuscaloosa as professor of agricultural chemistry and mineralogy. smith married jane meredith garland, daughter of the wartime president of the university of alabama, landon garland, on july 10, 1872; they would have five children. during his years at the university, in addition to teaching, he devoted his energies to organizing the university's symphony orchestra (in which he played second violin), rebuilding the library collection, and helping found the athletic program. for field day each year, he organized sporting events and served as judge. an enthusiastic supporter of football and baseball, he was often photographed with the teams.
soon after his return to alabama, smith pressured the state legislature to reactivate the state geologist position, which had fallen dormant in 1858 after the death of michael tuomey, the first state geologist, and the onset of the civil war. smith believed that poverty-stricken alabama's recovery from the economic devastation of the civil war and its aftermath would depend on an industry-based economy rather than agriculture. in 1873, the legislature appointed smith state geologist, without salary, and set him the task of traveling during the summer months throughout the state searching for resources that could be used by industry. his resulting reports and articles, studied by northern industrialists and others seeking investment opportunities, led to the founding and growth of multiple industries, including coal, iron, cement, fertilizer, soapstone, water power, graphite, mica, kaolin, and many others. men who became the industrial giants of the future city of birmingham, including truman aldrich, henry debardeleben, and james withers sloss, often looked to smith for advice.
smith's 1879 survey and evaluation of the warrior river from tuscaloosa to birmingham for the federal government paved the way for construction of the lock and dam system that made available year round the natural resources of the area to the markets of the world. he used his political skill and his friends' influence with congress in washington to get legislation passed allocating 46,080 acres of federal land to alabama in reparation for the burning of the university of alabama; beginning in 1885, he served on the three-man commission to choose the lands. in subsequent years, the university sold some of the land and used the income for various expenses. from the corrections to inaccurate maps he made during his travels, he produced a map of alabama, published in berney's handbook of alabama in 1892, so exact that it endured until 1926 as the standard work of its kind. smith cofounded the alabama industrial and scientific society in december 1890.
a knowledgeable botanist, he collaborated with mobile scientist charles mohr to publish the first complete listing of alabama plants, several of which smith himself discovered. early in his travels he had begun collecting plant, animal, and mineral specimens and native american artifacts in the hopes of one day setting up a natural history museum. he achieved that goal in 1910, when the building was constructed on the ua campus. over smith's protests, it was named eugene allen smith hall. several prominent men donated outstanding collections to the museum because of their high regard for smith. the mobile register reported that truman aldrich gave his own extensive shell collection as well several other collections that he had acquired. he also donated many cases of rare books on conchology and other branches of science. joseph w. spencer, former state geologist of georgia and a noted botanist, donated several collections in honor of smith, including a valuable collection of fossils and natural history specimens.
gov. emmet o'neal in 1911 appointed smith to the newly created five-man alabama highway commission. in 1912, smith was elected president of the geological society of america. in 1920, he worked with alabama senator oscar underwood to establish a metallurgical research experiment station at the university under the auspices of the u.s. bureau of mines. another invaluable legacy to alabamians was a photographic record he began in 1885, documenting through his camera the state's development during that critical period of its history. these photographs are now housed in the hoole special collections library at the university of alabama.
shortly before his death, smith secured a $50,000 annual appropriation from the alabama legislature for the geological survey of alabama, providing financial security for the organization smith had served for most of his life. smith died on september 7, 1927, and was buried in evergreen cemetery in tuscaloosa.
adams, charles edwards. blocton: the history of an alabama coal mining town. brierfield, ala.: cahaba trace commission, 2001.


text:
In 1996, I was a recipient of the W. Eugene Smith Memorial Fund for Humanistic Photography. This award helped me to fund my efforts to document HIV/AIDS in the late 1990s, which lead to my book, A Broken Landscape. This short film was made for a recent presentation at their 2013 annual award ceremony, to showcase the evolution in my response to the challenge of HIV/AIDS over the last 20 years.
More than anything else in my career, working on this subject has challenged the whole fabric of my craft. How does one convey the immense scale and horror of HIV/AIDS, while also portraying the dignity and strength of the many people who live with the disease, and indeed the many more who have died without the treatment that could have saved their lives?
Over time, I came to feel that an issue as complex and difficult as this could not be dealt with properly through the use of images alone. It called for new, more dynamic ways of storytelling. As my approach towards documenting HIV/AIDS has changed over time, my role has also shifted from that of photojournalist, to ‘visual activist’ and then to frame maker: providing the space for individuals to share their own stories, in their own words, with their own images.

lowercased:
in 1996, i was a recipient of the w. eugene smith memorial fund for humanistic photography. this award helped me to fund my efforts to document hiv/aids in the late 1990s, which lead to my book, a broken landscape. this short film was made for a recent presentation at their 2013 annual award ceremony, to showcase the evolution in my response to the challenge of hiv/aids over the last 20 years.
more than anything else in my career, working on this subject has challenged the whole fabric of my craft. how does one convey the immense scale and horror of hiv/aids, while also portraying the dignity and strength of the many people who live with the disease, and indeed the many more who have died without the treatment that could have saved their lives?
over time, i came to feel that an issue as complex and difficult as this could not be dealt with properly through the use of images alone. it called for new, more dynamic ways of storytelling. as my approach towards documenting hiv/aids has changed over time, my role has also shifted from that of photojournalist, to ‘visual activist’ and then to frame maker: providing the space for individuals to share their own stories, in their own words, with their own images.


text:
Mamu is possibly our Matang Wildlife Centre’s brightest rising star and the result of our successful captive breeding program.
Borned to Chiam, the pair was released to a semi-wild state into the surrounding rainforests shortly after Mamu was born and have been roaming the areas for more than one year.
However, faith strucked an awful blow to them, due to health concerns Chiam was taken back into the Centre’s facility. A special regime was then developed for Mamu who at that point of time is still too young to be left out in the forest to fend for herself. Trainings taking place deep in the heart of the forest ensure that she will not fail to remember what she had already learnt from her mother and got too-used to being inside the enclosure with her mother.
Sometimes, Mamu wits proved too much to handle, though staying with her mother, she somehow managed to squeeze through the iron bars and end up basking in the sun on top of her official residence! Fortunately for us, she has yet to muster the courage to explore the jungle on her own.
Mamu escapades are amusing as well as enable us to see a clear prove to the extent of intelligence and ingenuity that orangutans have.

lowercased:
mamu is possibly our matang wildlife centre’s brightest rising star and the result of our successful captive breeding program.
borned to chiam, the pair was released to a semi-wild state into the surrounding rainforests shortly after mamu was born and have been roaming the areas for more than one year.
however, faith strucked an awful blow to them, due to health concerns chiam was taken back into the centre’s facility. a special regime was then developed for mamu who at that point of time is still too young to be left out in the forest to fend for herself. trainings taking place deep in the heart of the forest ensure that she will not fail to remember what she had already learnt from her mother and got too-used to being inside the enclosure with her mother.
sometimes, mamu wits proved too much to handle, though staying with her mother, she somehow managed to squeeze through the iron bars and end up basking in the sun on top of her official residence! fortunately for us, she has yet to muster the courage to explore the jungle on her own.
mamu escapades are amusing as well as enable us to see a clear prove to the extent of intelligence and ingenuity that orangutans have.


text:
Getting the services of a search engine optimization or SEO firm is a good decision if a website owner wants to increase his chances of being read and scanned by his target audience or clients. However, not all SEO firms are reliable and ethical. There are SEO firms that can damage the website and cost more money. The idea is to get the help of an effective SEO firm.
2. It is better to hire an SEO firm as early as possible. This could be during a website redesign or during plans to launch a new website. This would ensure that the website becomes search engine friendly from the bottom and up.
3. A website owner must not hesitate to ask questions about the previous work of the SEO firm, about the services it offers and other information that might be helpful. Asking questions and knowing about the SEO firm is better as early as possible. There are many SEO firms that are known to be unethical and might have aggressive marketing strategies that could hurt the website rather than help.
4. A website owner must steer away from SEO firms that send spam emails.
5. He must also be realistic enough to know that there is no guarantee that he can get a number one ranking in major search engines. It is better to keep away from SEO firms that promise this, even saying that they have special connections with search engine companies.

lowercased:
getting the services of a search engine optimization or seo firm is a good decision if a website owner wants to increase his chances of being read and scanned by his target audience or clients. however, not all seo firms are reliable and ethical. there are seo firms that can damage the website and cost more money. the idea is to get the help of an effective seo firm.
2. it is better to hire an seo firm as early as possible. this could be during a website redesign or during plans to launch a new website. this would ensure that the website becomes search engine friendly from the bottom and up.
3. a website owner must not hesitate to ask questions about the previous work of the seo firm, about the services it offers and other information that might be helpful. asking questions and knowing about the seo firm is better as early as possible. there are many seo firms that are known to be unethical and might have aggressive marketing strategies that could hurt the website rather than help.
4. a website owner must steer away from seo firms that send spam emails.
5. he must also be realistic enough to know that there is no guarantee that he can get a number one ranking in major search engines. it is better to keep away from seo firms that promise this, even saying that they have special connections with search engine companies.


text: Rotisserie food isn’t just limited to chicken and roasts. Use the Napoleon Rotisserie Shish Kebab Wheel to rotiss giant kebabs for you and your friends. Start a conversation with this unconventional, yet delicious way to grill your next meal. Easily baste flavorful sauces onto your food as it spins. The chrome plated steel surface makes for easy cleanup and long life. Just slide the Shish Kebab Wheel onto your rotisserie’s spit and load up those skewers.

lowercased: rotisserie food isn’t just limited to chicken and roasts. use the napoleon rotisserie shish kebab wheel to rotiss giant kebabs for you and your friends. start a conversation with this unconventional, yet delicious way to grill your next meal. easily baste flavorful sauces onto your food as it spins. the chrome plated steel surface makes for easy cleanup and long life. just slide the shish kebab wheel onto your rotisserie’s spit and load up those skewers.


text:
Joel Shaps oversees operations, client relations, business development and strategic planning for the United Capital office in Silicon Valley. With more than 40 years of experience in client service, enterprise management, mergers and acquisitions, Joel is a resource of knowledge and experience, which he shares with his staff and each of his clients.
Prior to joining United Capital, Joel purchased Bedrock Capital in 2001 after having been a client. He immediately began putting his own spin on things, hiring a top-notch professional team to support his vision. The result: Bedrock Capital Management evolved into a full-service comprehensive wealth management firm. In December 2015, Bedrock joined United Capital Financial Advisers as its anchor office in Silicon Valley.
Joel has a history of success. He was just 24 when he was named a Vice President at Neiman Marcus. By 1990, Joel was running his own consulting business, which specialized in purchasing and accounts payable auditing for high-tech firms. The Shaps Group was named one of the 500 fastest growing companies in the U.S. in both 1996 and 1997 by INC. Magazine. After selling the company to The Profit Recovery Group in 1997, he joined their management team as a Division President until he left to head up Bedrock Capital Management.
Joel graduated from playing football and baseball in his youth to playing competitive squash, skiing and scuba diving as an adult. And many weekends, he can now be found at the golf course or bicycling around the valley. Joel lives in Los Altos with his wife, Sally, who was his high school sweetheart. When they’re not playing sports, traveling or sipping fine wine, they’re rooting for the San Francisco Giants and enjoying their two adorable grandchildren.

lowercased:
joel shaps oversees operations, client relations, business development and strategic planning for the united capital office in silicon valley. with more than 40 years of experience in client service, enterprise management, mergers and acquisitions, joel is a resource of knowledge and experience, which he shares with his staff and each of his clients.
prior to joining united capital, joel purchased bedrock capital in 2001 after having been a client. he immediately began putting his own spin on things, hiring a top-notch professional team to support his vision. the result: bedrock capital management evolved into a full-service comprehensive wealth management firm. in december 2015, bedrock joined united capital financial advisers as its anchor office in silicon valley.
joel has a history of success. he was just 24 when he was named a vice president at neiman marcus. by 1990, joel was running his own consulting business, which specialized in purchasing and accounts payable auditing for high-tech firms. the shaps group was named one of the 500 fastest growing companies in the u.s. in both 1996 and 1997 by inc. magazine. after selling the company to the profit recovery group in 1997, he joined their management team as a division president until he left to head up bedrock capital management.
joel graduated from playing football and baseball in his youth to playing competitive squash, skiing and scuba diving as an adult. and many weekends, he can now be found at the golf course or bicycling around the valley. joel lives in los altos with his wife, sally, who was his high school sweetheart. when they’re not playing sports, traveling or sipping fine wine, they’re rooting for the san francisco giants and enjoying their two adorable grandchildren.


text:
TNPSC exams are one of the easiest exams to crack but due to competition it finds little harder TNPSC Classes in Chennai will make it easy for the aspirants.
Narayana, the top CBSE and boarding school in chennai.
Narayana School, Chennai, Parivakkam branch has the best hostel facility. It is a boarding school with great amenities.

lowercased:
tnpsc exams are one of the easiest exams to crack but due to competition it finds little harder tnpsc classes in chennai will make it easy for the aspirants.
narayana, the top cbse and boarding school in chennai.
narayana school, chennai, parivakkam branch has the best hostel facility. it is a boarding school with great amenities.


text:
Mark, it was great to be with you in Philly on Monday and Tuesday. C.J. and Al — wish you’d been there with us. I’ll miss fellowship with you guys on Friday night though, but will pray God’s blessings on your time and planning. Mark, thanks for the CDs! And thanks reminding us of that great comment from John Piper on productivity at T4G.
Now, I’d better get productive and produce some more Spurgeon quotes, about the gospel. These are some bracing thoughts addressed to hearers of the gospel and preachers of the gospel.

lowercased:
mark, it was great to be with you in philly on monday and tuesday. c.j. and al — wish you’d been there with us. i’ll miss fellowship with you guys on friday night though, but will pray god’s blessings on your time and planning. mark, thanks for the cds! and thanks reminding us of that great comment from john piper on productivity at t4g.
now, i’d better get productive and produce some more spurgeon quotes, about the gospel. these are some bracing thoughts addressed to hearers of the gospel and preachers of the gospel.


text: Perfect for the 1st time buyer or retiree. Excellent downtown location within walking distance to shopping, restaurants, transportation, Maple Ridge Community Centre & Valley Fair & Haney Place Malls. This home has been freshly painted and offers a classic layout with 2 spacious bedrooms & laundry room with extra storage. There's a private patio with western exposure over-looking the lovely garden space. Quick possession available - act now!

lowercased: perfect for the 1st time buyer or retiree. excellent downtown location within walking distance to shopping, restaurants, transportation, maple ridge community centre & valley fair & haney place malls. this home has been freshly painted and offers a classic layout with 2 spacious bedrooms & laundry room with extra storage. there's a private patio with western exposure over-looking the lovely garden space. quick possession available - act now!


text:
A central question in genetics and evolution is the extent to which the outcomes of mutations change depending on the genetic context in which they occur 1–3 . Pairwise interactions between mutations have been systematically mapped within 4–18 and between 19 genes, and have been shown to contribute substantially to phenotypic variation among individuals 20 . However, the extent to which genetic interactions themselves are stable or dynamic across genotypes is unclear 21, 22 . Here we quantify more than 45,000 genetic interactions between the same 87 pairs of mutations across more than 500 closely related genotypes of a yeast tRNA. Notably, all pairs of mutations interacted in at least 9% of genetic backgrounds and all pairs switched from interacting positively to interacting negatively in different genotypes (false discovery rate < 0.1). Higher-order interactions are also abundant and dynamic across genotypes. The epistasis in this tRNA means that all individual mutations switch from detrimental to beneficial, even in closely related genotypes. As a consequence, accurate genetic prediction requires mutation effects to be measured across different genetic backgrounds and the use of higher-order epistatic terms.
Domingo, J., Diss, G., & Lehner, B. (2018). Pairwise and higher-order genetic interactions during the evolution of a tRNA. Nature, 558(7708), 117-121.
Domingo, Júlia, Guillaume Diss, and Ben Lehner. "Pairwise and higher-order genetic interactions during the evolution of a tRNA." Nature 558.7708 (2018): 117-121.

lowercased:
a central question in genetics and evolution is the extent to which the outcomes of mutations change depending on the genetic context in which they occur 1–3 . pairwise interactions between mutations have been systematically mapped within 4–18 and between 19 genes, and have been shown to contribute substantially to phenotypic variation among individuals 20 . however, the extent to which genetic interactions themselves are stable or dynamic across genotypes is unclear 21, 22 . here we quantify more than 45,000 genetic interactions between the same 87 pairs of mutations across more than 500 closely related genotypes of a yeast trna. notably, all pairs of mutations interacted in at least 9% of genetic backgrounds and all pairs switched from interacting positively to interacting negatively in different genotypes (false discovery rate < 0.1). higher-order interactions are also abundant and dynamic across genotypes. the epistasis in this trna means that all individual mutations switch from detrimental to beneficial, even in closely related genotypes. as a consequence, accurate genetic prediction requires mutation effects to be measured across different genetic backgrounds and the use of higher-order epistatic terms.
domingo, j., diss, g., & lehner, b. (2018). pairwise and higher-order genetic interactions during the evolution of a trna. nature, 558(7708), 117-121.
domingo, júlia, guillaume diss, and ben lehner. "pairwise and higher-order genetic interactions during the evolution of a trna." nature 558.7708 (2018): 117-121.


text:
Additional Issuer Warrant Transaction Confirmation - Deutsche Bank AG and MF Global Holdings Ltd.
February 11, 2011 or such other date as agreed between the parties, subject to Section 8(k) below.
which case the Calculation Agent shall make adjustments to the Number of Warrants for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Warrants for such Component and may determine the VWAP Price for the Expiration Date that is a Disrupted Day only in part based on transactions in the Shares effected on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event on such day. Any Scheduled Trading Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a Scheduled Trading Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Trading Day is scheduled following the date hereof then such Scheduled Trading Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date. "Final Disruption Date" means September 2, 2016.
Shares to be Delivered for such Settlement Date to the account specified by Dealer and cash in lieu of any fractional Share valued at the VWAP Price on the Valuation Date corresponding to such Settlement Date. If, in the reasonable opinion of Issuer or Dealer, based on advice of counsel, for any reason, the Shares deliverable upon Net Share Settlement would not be immediately freely transferable by Dealer under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), then Dealer may elect to either (x) accept delivery of such Shares notwithstanding any restriction on transfer or (y) have the provisions set forth in Section 8(b) below apply.
applicable securities laws that exist as a result of the fact that Issuer is the issuer of the Shares.
Calculation Agent Adjustment; provided that in respect of an Extraordinary Dividend, "Calculation Agent Adjustment" shall be as described in the provision below. For the avoidance of doubt, Calculation Agent Adjustment (including, without limitation, in respect of Extraordinary Dividends) shall continue to apply until the obligations of the parties (including any obligations of Issuer pursuant to Section 8(e) below) under the Transaction have been satisfied in full.
Shares are shares of an entity or person not organized under the laws of the United States, any State thereof or the District of Columbia, the Calculation Agent may make adjustments to the Transaction, or request that Issuer make Dealer whole, for any additional costs resulting from the relevant Merger Event or Tender Offer with respect to incremental Tax costs reasonably incurred by Dealer or changes to the Hedge Positions maintained by Dealer.
Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Issuer being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction(s).
(viii) The representations and warranties of Issuer set forth in Section 3 of the Agreement and Section 1 of the Underwriting Agreement dated as of February 7, 2011, between Issuer and Goldman, Sachs & Co., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several Underwriters listed in Schedule A thereto (the "Underwriting Agreement"), are true and correct as of the Trade Date and the Effective Date and are hereby deemed to be repeated to Dealer as if set forth herein.
(x) During the Settlement Period and on any other Exercise Date, neither Issuer nor any "affiliate" or "affiliated purchaser" (each as defined in Rule 10b-18 of the Exchange Act ("Rule 10b-18")) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that such restrictions will not apply to the following: (A) privately negotiated off-market purchases of Shares (or any security convertible into or exchangeable for Shares), (B) purchases of Shares pursuant to exercises of stock options granted to former or current employees, officers, directors, independent contractors or other affiliates of Issuer, including the withholding and/or purchase of Shares from holders of such options to satisfy payment of the option exercise price and/or to satisfy tax withholding requirements in connection with the exercise of such options; (C) purchases of Shares from holders of performance shares or units or restricted shares or units to satisfy tax withholding requirements in connection with vesting; (D) the conversion or exchange by holders of any convertible or exchangeable securities of the Issuer issued prior to the Trade Date pursuant to the terms of such securities; or (E) purchases of Shares effected by or for a plan by an agent independent of the Issuer that satisfy the requirements of Rule 10b-18(a)(13)(ii).
(xi) Issuer agrees that it (A) will not during the Settlement Period make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer with written notice specifying (i) Issuer's average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date.
Such written notice shall be deemed to be a certification by Issuer to Dealer that such information is true and correct. In addition, Issuer shall promptly notify Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. "Merger Transaction" means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
(c) Each of Dealer and Issuer acknowledges that the offer and sale of the Transaction to Dealer is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) thereof. Accordingly, Dealer represents and warrants to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction, (ii) it is an "accredited investor" as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws, and (v) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.
Confirmation, limited to the U.S. federal and New York state law, subject to customary qualification and exceptions.
Share Termination Alternative: Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the "Share Termination Payment Date"), in satisfaction of the Payment Obligation.
Share Termination Unit Price: The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation.
by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.
Other Applicable Provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as if "Physical Settlement" applied to the Transaction, except that all references to "Shares" shall be read as references to "Share Termination Delivery Units"; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws with respect to securities comprising Share Termination Delivery Units solely as a result of the fact that Issuer is the issuer of any Share Termination Delivery Units (or any security forming a part thereof). If, in the reasonable opinion of Issuer or Dealer, based on advice of counsel, for any reason, any securities comprising the Share Termination Delivery Units deliverable pursuant to this Section 8(a) would not be immediately freely transferable by Dealer under Rule 144 under the Securities Act, then Dealer may elect to either (x) permit delivery of such securities notwithstanding any restriction on transfer or (y) have the provisions set forth in Section 8(b) below apply.
Dealer or such affiliate substantially similar to underwriting agreements customary for underwritten offerings of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer or such affiliate and Issuer, which Registration Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and Issuer, shall provide for the payment by Issuer of all expenses in connection with such resale, including all registration costs and all reasonable fees and expenses of counsel for Dealer, and shall provide for the delivery of customary accountants' "comfort letters" to Dealer or such affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus.
affiliate designated by Dealer) of the Shares or Share Termination Delivery Units, as the case may be, or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Shares or Share Termination Delivery Units, as the case may be, by Dealer (or any such affiliate of Dealer).
(d) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive, or shall be deemed to receive, any Shares if, immediately upon giving effect to such receipt of such Shares, (i) the "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any of its affiliates subject to aggregation with Dealer for purposes of the "beneficial ownership" test under Section 13 of the Exchange Act and all persons who may form a "group" (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer with respect to "beneficial ownership" of any Shares (collectively, "Dealer Group") would be equal to or greater than 9.0% or more of the outstanding Shares on the date of determination or (ii) Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a "Dealer Person") under Section 203 of the Delaware General Corporation Law or other federal, state or local regulations or regulatory orders applicable to ownership of Shares ("Applicable Laws"), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting (other than on Schedule 13D or 13G under the Exchange Act) or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would subject a Dealer Person to restrictions (including restrictions relating to business combinations and other designated transactions) under Applicable Laws minus (y) 1.0% of the number of Shares outstanding on the date of determination (any such condition described in clause (i) or (ii), an "Excess Ownership Position"). If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Issuer's obligation to make such delivery shall not be extinguished and Issuer shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Dealer gives notice to Issuer that such delivery would not result in the existence of an Excess Ownership Position.
it may be adjusted from time to time in accordance with the provisions hereof and in accordance with the rules of the New York Stock Exchange, including the "Adjustment" provisions above, the "NYSE Capped Number") (provided that Issuer shall promptly notify Dealer about any relevant change to such rules of which Issuer becomes aware). Issuer represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped Number (such Shares, the "Available Shares"). In the event Issuer would have otherwise been required to deliver Shares but shall not have delivered the full number of Shares deliverable as a result of the Capped Number defined in clause (i) above (the resulting deficit, the "Deficit Shares"), Issuer shall be continually obligated to deliver Shares, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, when, and to the extent, that (A) Shares are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (B) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved and (C) Issuer additionally authorizes any unissued Shares that are not reserved for other transactions (such events as set forth in clauses (A), (B) and (C) above, collectively, the "Share Issuance Events"). At any time that Issuer is obligated to deliver Deficit Shares, Issuer shall promptly notify Dealer of the occurrence of any of the Share Issuance Events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number of Shares to be delivered) and, as promptly as reasonably practicable, deliver such Shares thereafter if permitted to do so without violating the rules of the New York Stock Exchange. Issuer shall not, until Issuer's obligations under the Transaction have been satisfied in full, use any Shares that become available for potential delivery to Dealer as a result of any Share Issuance Event for the settlement or satisfaction of any transaction or obligation other than the Transaction or reserve any such Shares for future issuance for any purpose other than to satisfy Issuer's obligations to Dealer under the Transaction. In addition, Issuer agrees to use its reasonable best efforts to obtain Shareholder Approval prior to December 31, 2012 to eliminate the NYSE Capped Number with respect to this Transaction (such approval, the "Shareholder Approval"). For the avoidance of doubt, "reasonable best efforts" for the purposes of the preceding sentence means, for each of Issuer's regularly scheduled annual shareholder meetings occurring prior to December 31, 2012, putting forth such proposal on the official shareholder voting ballot, the board of directors of Issuer (the "Board of Directors") recommending shareholders vote in favor of such proposal, and the Board of Directors supporting such proposal in the event of any potential opposition. Until such time that the Issuer obtains the Shareholder Approval, if as of any Settlement Date for any Component with respect to this Transaction, as a result of the application of the NYSE Capped Number, Issuer does not deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered with respect to such Settlement Date or a number of Share Termination Delivery Units due on any date determined in accordance with Section 8(a) of this Confirmation, the Calculation Agent shall make an adjustment to the Strike Price, the Warrant Entitlement or any other term relevant to any outstanding Component of this Transaction, to account for such number of Shares or Share Termination Delivery Units not so delivered to Dealer, in order to allow Dealer to be made whole for any failure by Issuer to deliver any Shares or Share Termination Delivery Units with respect to the Number of Shares to be delivered or the number of Share Termination Delivery Units required to be delivered pursuant to Section 8(a) of this Confirmation, as the case may be, for any Component under this Transaction; provided that the aggregate Number of Shares to be Delivered for all Settlement Dates will not be greater than the lower of (i) the Capped Number and (ii) the NYSE Capped Number.
persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Issuer relating to such tax treatment and tax structure.
(m) Extension of Settlement. Dealer may divide any Component into additional Components and designate the Expiration Date and the Number of Warrants for each such Component if Dealer determines, in its reasonable discretion, that such further division is necessary or advisable to preserve Dealer's hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the cash market or stock loan market or to enable Dealer to effect purchases of Shares in connection with its hedging activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, based on advice of counsel, be in compliance with applicable legal, regulatory and self-regulatory requirements or with related policies and procedures applicable to Dealer.
(s) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Issuer, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer's obligations in respect of the Transaction and any such designee may assume such obligations; provided that such designation shall not result in any additional costs or liabilities for Issuer. For the avoidance of doubt, Dealer hereby acknowledges that notwithstanding any such designation hereunder, to the extent any of Dealer's obligations in respect of this Transaction are not completed by its designee, Dealer shall be obligated to continue to perform or to cause any other of its designees to perform in respect of such obligations.
or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under the Agreement or this Confirmation, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction."

lowercased:
additional issuer warrant transaction confirmation - deutsche bank ag and mf global holdings ltd.
february 11, 2011 or such other date as agreed between the parties, subject to section 8(k) below.
which case the calculation agent shall make adjustments to the number of warrants for the relevant component for which such day shall be the expiration date, shall designate the scheduled trading day determined in the manner described in the immediately preceding sentence as the expiration date for the remaining warrants for such component and may determine the vwap price for the expiration date that is a disrupted day only in part based on transactions in the shares effected on such disrupted day taking into account the nature and duration of the relevant market disruption event on such day. any scheduled trading day on which, as of the date hereof, the exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a scheduled trading day; if a closure of the exchange prior to its normal close of trading on any scheduled trading day is scheduled following the date hereof then such scheduled trading day shall be deemed to be a disrupted day in full. section 6.6 of the equity definitions shall not apply to any valuation date occurring on an expiration date. "final disruption date" means september 2, 2016.
shares to be delivered for such settlement date to the account specified by dealer and cash in lieu of any fractional share valued at the vwap price on the valuation date corresponding to such settlement date. if, in the reasonable opinion of issuer or dealer, based on advice of counsel, for any reason, the shares deliverable upon net share settlement would not be immediately freely transferable by dealer under rule 144 under the securities act of 1933, as amended (the "securities act"), then dealer may elect to either (x) accept delivery of such shares notwithstanding any restriction on transfer or (y) have the provisions set forth in section 8(b) below apply.
applicable securities laws that exist as a result of the fact that issuer is the issuer of the shares.
calculation agent adjustment; provided that in respect of an extraordinary dividend, "calculation agent adjustment" shall be as described in the provision below. for the avoidance of doubt, calculation agent adjustment (including, without limitation, in respect of extraordinary dividends) shall continue to apply until the obligations of the parties (including any obligations of issuer pursuant to section 8(e) below) under the transaction have been satisfied in full.
shares are shares of an entity or person not organized under the laws of the united states, any state thereof or the district of columbia, the calculation agent may make adjustments to the transaction, or request that issuer make dealer whole, for any additional costs resulting from the relevant merger event or tender offer with respect to incremental tax costs reasonably incurred by dealer or changes to the hedge positions maintained by dealer.
notwithstanding anything to the contrary in the equity definitions, if, as a result of an extraordinary event, any transaction would be cancelled or terminated (whether in whole or in part) pursuant to article 12 of the equity definitions, an additional termination event (with such terminated transaction(s) (or portions thereof) being the affected transaction(s) and issuer being the sole affected party) shall be deemed to occur, and, in lieu of sections 12.7, 12.8 and 12.9 of the equity definitions, section 6 of the agreement shall apply to such affected transaction(s).
(viii) the representations and warranties of issuer set forth in section 3 of the agreement and section 1 of the underwriting agreement dated as of february 7, 2011, between issuer and goldman, sachs & co., citigroup global markets inc. and deutsche bank securities inc., as representatives of the several underwriters listed in schedule a thereto (the "underwriting agreement"), are true and correct as of the trade date and the effective date and are hereby deemed to be repeated to dealer as if set forth herein.
(x) during the settlement period and on any other exercise date, neither issuer nor any "affiliate" or "affiliated purchaser" (each as defined in rule 10b-18 of the exchange act ("rule 10b-18")) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for shares, except through dealer; provided that such restrictions will not apply to the following: (a) privately negotiated off-market purchases of shares (or any security convertible into or exchangeable for shares), (b) purchases of shares pursuant to exercises of stock options granted to former or current employees, officers, directors, independent contractors or other affiliates of issuer, including the withholding and/or purchase of shares from holders of such options to satisfy payment of the option exercise price and/or to satisfy tax withholding requirements in connection with the exercise of such options; (c) purchases of shares from holders of performance shares or units or restricted shares or units to satisfy tax withholding requirements in connection with vesting; (d) the conversion or exchange by holders of any convertible or exchangeable securities of the issuer issued prior to the trade date pursuant to the terms of such securities; or (e) purchases of shares effected by or for a plan by an agent independent of the issuer that satisfy the requirements of rule 10b-18(a)(13)(ii).
(xi) issuer agrees that it (a) will not during the settlement period make, or permit to be made, any public announcement (as defined in rule 165(f) under the securities act) of any merger transaction or potential merger transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the exchange for the shares; (b) shall promptly (but in any event prior to the next opening of the regular trading session on the exchange) notify dealer following any such announcement that such announcement has been made; and (c) shall promptly (but in any event prior to the next opening of the regular trading session on the exchange) provide dealer with written notice specifying (i) issuer's average daily rule 10b-18 purchases (as defined in rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through dealer or its affiliates and (ii) the number of shares purchased pursuant to the proviso in rule 10b-18(b)(4) under the exchange act for the three full calendar months preceding the announcement date.
such written notice shall be deemed to be a certification by issuer to dealer that such information is true and correct. in addition, issuer shall promptly notify dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. "merger transaction" means any merger, acquisition or similar transaction involving a recapitalization as contemplated by rule 10b-18(a)(13)(iv) under the exchange act.
(c) each of dealer and issuer acknowledges that the offer and sale of the transaction to dealer is intended to be exempt from registration under the securities act of 1933, as amended (the "securities act"), by virtue of section 4(2) thereof. accordingly, dealer represents and warrants to issuer that (i) it has the financial ability to bear the economic risk of its investment in the transaction and is able to bear a total loss of its investment and its investments in and liabilities in respect of the transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with the transaction, including the loss of its entire investment in the transaction, (ii) it is an "accredited investor" as that term is defined in regulation d as promulgated under the securities act, (iii) it is entering into the transaction for its own account and without a view to the distribution or resale thereof, (iv) the assignment, transfer or other disposition of the transaction has not been and will not be registered under the securities act and is restricted under this confirmation, the securities act and state securities laws, and (v) its financial condition is such that it has no need for liquidity with respect to its investment in the transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the transaction.
confirmation, limited to the u.s. federal and new york state law, subject to customary qualification and exceptions.
share termination alternative: applicable and means that issuer shall deliver to dealer the share termination delivery property on the date on which the payment obligation would otherwise be due pursuant to section 12.2, 12.3, 12.6, 12.7 or 12.9 of the equity definitions or section 6(d)(ii) of the agreement, as applicable (the "share termination payment date"), in satisfaction of the payment obligation.
share termination unit price: the value of property contained in one share termination delivery unit on the date such share termination delivery units are to be delivered as share termination delivery property, as determined by the calculation agent in its discretion by commercially reasonable means and notified by the calculation agent to issuer at the time of notification of the payment obligation.
by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.
other applicable provisions: if share termination alternative is applicable, the provisions of sections 9.1(c), 9.8, 9.9, 9.10, 9.11 and 9.12 of the equity definitions will be applicable as if "physical settlement" applied to the transaction, except that all references to "shares" shall be read as references to "share termination delivery units"; provided that the representation and agreement contained in section 9.11 of the equity definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws with respect to securities comprising share termination delivery units solely as a result of the fact that issuer is the issuer of any share termination delivery units (or any security forming a part thereof). if, in the reasonable opinion of issuer or dealer, based on advice of counsel, for any reason, any securities comprising the share termination delivery units deliverable pursuant to this section 8(a) would not be immediately freely transferable by dealer under rule 144 under the securities act, then dealer may elect to either (x) permit delivery of such securities notwithstanding any restriction on transfer or (y) have the provisions set forth in section 8(b) below apply.
dealer or such affiliate substantially similar to underwriting agreements customary for underwritten offerings of equity securities of similar size, in form and substance commercially reasonably satisfactory to dealer or such affiliate and issuer, which registration agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating to the indemnification of, and contribution in connection with the liability of, dealer and its affiliates and issuer, shall provide for the payment by issuer of all expenses in connection with such resale, including all registration costs and all reasonable fees and expenses of counsel for dealer, and shall provide for the delivery of customary accountants' "comfort letters" to dealer or such affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the prospectus.
affiliate designated by dealer) of the shares or share termination delivery units, as the case may be, or the exemption pursuant to section 4(1) or section 4(3) of the securities act for resales of the shares or share termination delivery units, as the case may be, by dealer (or any such affiliate of dealer).
(d) beneficial ownership. notwithstanding anything to the contrary in the agreement or this confirmation, in no event shall dealer be entitled to receive, or shall be deemed to receive, any shares if, immediately upon giving effect to such receipt of such shares, (i) the "beneficial ownership" (within the meaning of section 13 of the exchange act and the rules promulgated thereunder) of shares by dealer, any of its affiliates subject to aggregation with dealer for purposes of the "beneficial ownership" test under section 13 of the exchange act and all persons who may form a "group" (within the meaning of rule 13d-5(b)(1) under the exchange act) with dealer with respect to "beneficial ownership" of any shares (collectively, "dealer group") would be equal to or greater than 9.0% or more of the outstanding shares on the date of determination or (ii) dealer, dealer group or any person whose ownership position would be aggregated with that of dealer or dealer group (dealer, dealer group or any such person, a "dealer person") under section 203 of the delaware general corporation law or other federal, state or local regulations or regulatory orders applicable to ownership of shares ("applicable laws"), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of shares equal to (x) the number of shares that would give rise to reporting (other than on schedule 13d or 13g under the exchange act) or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a dealer person under applicable laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would subject a dealer person to restrictions (including restrictions relating to business combinations and other designated transactions) under applicable laws minus (y) 1.0% of the number of shares outstanding on the date of determination (any such condition described in clause (i) or (ii), an "excess ownership position"). if any delivery owed to dealer hereunder is not made, in whole or in part, as a result of this provision, issuer's obligation to make such delivery shall not be extinguished and issuer shall make such delivery as promptly as practicable after, but in no event later than one exchange business day after, dealer gives notice to issuer that such delivery would not result in the existence of an excess ownership position.
it may be adjusted from time to time in accordance with the provisions hereof and in accordance with the rules of the new york stock exchange, including the "adjustment" provisions above, the "nyse capped number") (provided that issuer shall promptly notify dealer about any relevant change to such rules of which issuer becomes aware). issuer represents and warrants to dealer (which representation and warranty shall be deemed to be repeated on each day that the transaction is outstanding) that the capped number is equal to or less than the number of authorized but unissued shares of the issuer that are not reserved for future issuance in connection with transactions in the shares (other than the transaction) on the date of the determination of the capped number (such shares, the "available shares"). in the event issuer would have otherwise been required to deliver shares but shall not have delivered the full number of shares deliverable as a result of the capped number defined in clause (i) above (the resulting deficit, the "deficit shares"), issuer shall be continually obligated to deliver shares, from time to time until the full number of deficit shares have been delivered pursuant to this paragraph, when, and to the extent, that (a) shares are repurchased, acquired or otherwise received by issuer or any of its subsidiaries after the trade date (whether or not in exchange for cash, fair value or any other consideration), (b) authorized and unissued shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved and (c) issuer additionally authorizes any unissued shares that are not reserved for other transactions (such events as set forth in clauses (a), (b) and (c) above, collectively, the "share issuance events"). at any time that issuer is obligated to deliver deficit shares, issuer shall promptly notify dealer of the occurrence of any of the share issuance events (including the number of shares subject to clause (a), (b) or (c) and the corresponding number of shares to be delivered) and, as promptly as reasonably practicable, deliver such shares thereafter if permitted to do so without violating the rules of the new york stock exchange. issuer shall not, until issuer's obligations under the transaction have been satisfied in full, use any shares that become available for potential delivery to dealer as a result of any share issuance event for the settlement or satisfaction of any transaction or obligation other than the transaction or reserve any such shares for future issuance for any purpose other than to satisfy issuer's obligations to dealer under the transaction. in addition, issuer agrees to use its reasonable best efforts to obtain shareholder approval prior to december 31, 2012 to eliminate the nyse capped number with respect to this transaction (such approval, the "shareholder approval"). for the avoidance of doubt, "reasonable best efforts" for the purposes of the preceding sentence means, for each of issuer's regularly scheduled annual shareholder meetings occurring prior to december 31, 2012, putting forth such proposal on the official shareholder voting ballot, the board of directors of issuer (the "board of directors") recommending shareholders vote in favor of such proposal, and the board of directors supporting such proposal in the event of any potential opposition. until such time that the issuer obtains the shareholder approval, if as of any settlement date for any component with respect to this transaction, as a result of the application of the nyse capped number, issuer does not deliver to dealer a number of shares equal to the number of shares to be delivered with respect to such settlement date or a number of share termination delivery units due on any date determined in accordance with section 8(a) of this confirmation, the calculation agent shall make an adjustment to the strike price, the warrant entitlement or any other term relevant to any outstanding component of this transaction, to account for such number of shares or share termination delivery units not so delivered to dealer, in order to allow dealer to be made whole for any failure by issuer to deliver any shares or share termination delivery units with respect to the number of shares to be delivered or the number of share termination delivery units required to be delivered pursuant to section 8(a) of this confirmation, as the case may be, for any component under this transaction; provided that the aggregate number of shares to be delivered for all settlement dates will not be greater than the lower of (i) the capped number and (ii) the nyse capped number.
persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to issuer relating to such tax treatment and tax structure.
(m) extension of settlement. dealer may divide any component into additional components and designate the expiration date and the number of warrants for each such component if dealer determines, in its reasonable discretion, that such further division is necessary or advisable to preserve dealer's hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the cash market or stock loan market or to enable dealer to effect purchases of shares in connection with its hedging activity hereunder in a manner that would, if dealer were issuer or an affiliated purchaser of issuer, based on advice of counsel, be in compliance with applicable legal, regulatory and self-regulatory requirements or with related policies and procedures applicable to dealer.
(s) designation by dealer. notwithstanding any other provision in this confirmation to the contrary requiring or allowing dealer to purchase, sell, receive or deliver any shares or other securities, or make or receive any payment in cash, to or from issuer, dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities, or to make or receive such payment in cash, and otherwise to perform dealer's obligations in respect of the transaction and any such designee may assume such obligations; provided that such designation shall not result in any additional costs or liabilities for issuer. for the avoidance of doubt, dealer hereby acknowledges that notwithstanding any such designation hereunder, to the extent any of dealer's obligations in respect of this transaction are not completed by its designee, dealer shall be obligated to continue to perform or to cause any other of its designees to perform in respect of such obligations.
or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under the agreement or this confirmation, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction."