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ORIGINAL LINES makes your best memories last forever. With hand drawn illustrations, we create personal posters in a timeless Scandinavian design. You can choose between our NEWBORN 1:1, which is designed with an illustration of your own baby, scaled up in a rated birth length, or you can choose our LITTLE MEMORIES posters, which is designed with an illustration of e.g. your pregnant belly, a photo of the newly weds, the love between sibling or something completely different.
Kind regards,
Katrine and Maria
On May 21, 2016, illustrator and graphic designer Maria Gimm Feltendal's first grandson, Sylvester, was born. Sylvester's mother wanted one of the birth posters with a standard illustration of a baby scaled up at birth length with name and birth data applied. "How about if we make it ourselves, just based on a photo of Sylvester instead" Maria suggested. And right there in 2016 ORIGINAL LINES birth posters NEWBORN 1:1 was born.
NEWBORN 1:1 is created from a hand drawn illustration of your own baby. The illustration is drawn from a photo of your baby in full figure. The illustration is then scaled up to the baby's estimated birth length with the name and birth data applied to the poster. In addition to your poster, you will also receive the signed original drawing used for the poster. What is unique about ORIGINAL LINES birth posters is best described by the customers themselves: Ane P (@frkmarinp): "I look at the picture of Mille so many times a day and love that it's so personal because it is just exactly her and not just a sketch of her birth data. It is spot on and I love it ".
We love to create posters that are something very special which means that your wishes are taken into account. If your photo is missing a bit of a foot or arm, or you wish to have a probe removed for your poster you need just ask. However, it is important for us that your poster is of high quality which lies very close to heart and characterizes our posters. The poster is only purchased when approved, as one of the most important things for us is your happiness.
We also have a series of PERSONAL posters that can be ordered with an illustration drawn from exactly the photo you want – whether it's your baby, your pregnant belly, your pet or something else.
In addition to the personal and unique posters, ORIGINAL LINES deliver a high level of service out of the ordinary. One of the essential values Maria decided when founding the small poster business is that when you order your most important poster, it MUST be a great experience.


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Led by the high-powered offense of junior Henry Farrell and senior Will Martin, the boys varsity lacrosse team beat the Dennis-Yarmouth Dolphins 11-8 Saturday at home in their opening game of the season.
The Whalers (1-0) started off strong, scoring twice within the first minute of play. Farrell, who finished the day with four goals and four assists, dished the ball to sophomore Taylor Thayer, who netted it for the first goal of the new season.
The offense kept up the pressure, as minutes later junior Raymond DeCosta was able to roll from behind the net to score again for the Whalers, giving them the early 2-0 lead. DeCosta�s day would end early, however, as with only minutes left in the first quarter he came from behind the net and broke his collarbone after being knocked down on a clean hit by the Dennis-Yarmouth defense.
�Raymond has been looking really good. When you carry in the �X� and have to come around that corner, it�s probably one of the most courageous things a player can do,� head coach Rick Blair said. �Ray has been one of the best players so far this year, someone we�d refer to as quarterback of a team. It took the wind out of our sails. But Will (Martin) and Gaven (Norton) did a good job adjusting.�
Due to a scheduling misunderstanding between the grounds crew and the school, the teams played most of the first half without a scoreboard. The lack of a visible clock elongated the first quarter past the normal 12 minutes, but Blair�s coaching staff was able to step up and take control of the situation.
�It�s been really nice having (Mike) Lindley, Neil (Breault), (Matt) Erisman and (Paul) Emack all help coach. It makes Marsh and I proud that former players have gotten into coaching. It�s what we�d hoped for the program,� Blair said.
The Whalers opened up the second quarter with Thayer picking up his first assist on the year, passing to Farrell for his first goal of the game. The Nantucket defense saw more action as well, and D-Y was able to score its first goal when a picked-off clearing pass found the stick of Geoffrey Morrisey, who put the ball past Nantucket goalie Keith Clemens one-on-one. Clemens, who had 14 saves for the game, �did well. Most of the goals scored were off of defensive errors.� Said Blair.
But Farrell was quick to respond, charging downfield with the ball and netting his second of the game, giving the Whalers a 4-1 lead.
A crease violation gave Nantucket possession and, like clockwork, Clemens passed it to defenseman Jake Visco, who got the ball to attackman Will Martin, who found Farrell for his third goal of the game. Martin ended the day with three goals and three assists.
�Visco played well for someone who hasn�t played in four years. It was great to see the new guys Eddie Coffin, Jamie Viera and Chris Getman making plays,� Blair said.
The Whalers were able to net one more before the Dolphins could respond, as Thayer scored his second goal of the game off an assist from senior Gaven Norton.
Photo by Nicole Harnishfeger
Boys lacrosse action in season opener at home against Dennis-Yarmouth High School Saturday.
Perhaps a little tired from the extended first quarter, after winning the face-off, the Whalers lost possession to D-Y on a failure to advance call. The Dolphins took advantage of the opportunity and brought it into Nantucket�s defensive territory. Joe Jamiel was able to net the goal, and keeping up the momentum, Si Kapp quickly followed suit. Keeping their momentum rolling, Dennis-Yarmouth had found its groove, scoring twice more in the next two minutes on another goal from Jamiel and a score from Brandon Jaques to close the gap to 6-5 Nantucket.
With a minute left in the half, a second crease violation gave Nantucket possession. The Whalers charged downfield, with Martin sending the pass from behind the net to Norton, who scored his goal of the game. Nantucket went into the half up 7-5.
But the Dolphins wouldn�t give up. Jamiel scored his third goal of the game in the first two minutes after the break to bring D-Y back within one. The third quarter was definitely as test of the Nantucket defense.
But the Whalers soon regained the momentum, as Farrell gained possession after being on the receiving end of a push from behind. He passed to Norton, who brought it into D-Y territory and fed Martin behind the net. He passed to Farrell, who netted his fourth goal of the game.
The Whalers communicated well and worked the circle, and with just seconds left in the third quarter Farrell passed from the top of the circle to a waiting Martin, who scored his first of the game, putting the Whalers up 9-6 at the end of the third.
Much like the third, the fourth quarter saw a lot of back-and-forth action. Farrell won the first face-off, brought it into D-Y territory, and passed it to Martin who shot and scored his second goal of the game. Farrell won the next face-off, repeated the play, and less than 10 seconds later Martin scored his third goal and the Whalers had an 11-6 lead.
But the Dolphins didn�t quit. Within the next two minutes, Kapp and Jaques both scored their second goals, putting D-Y back in the game at 11-8.
�I thought D-Y had a lot of really athletic players. They�re a really well-disciplined team. This season they look to have a team that will give a lot of people trouble. They�re athletic and fast,� Blair said.
Athletic and fast they may be, but they were unable to put any more shots past Clemens. Nantucket remained in possession for most of the rest of the game, but also didn�t sneak any more past D-Y goalie Cam Haskins.
�It�s early and we haven�t found our rhythm offensively. Another week of practice and we�ll improve. Today we learned to play consistently at our own pace,� Blair said.
The team has a busy week ahead, playing away today at Cape Cod Academy, Saturday at home against Hanover, away at Falmouth on Sunday, and home Tuesday against Barnstable.

subset: commoncrawl


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Posted by Alexander Rogers in Uncategorized | Comments Off on Stone Craftsmen: Offering Everything From Restoration to Pet Monument,s in CT
Stone Craftsmen: Offering Everything From Restoration to Pet Monument,s in CT
The stone craftsmen who specialize in creating cemetery memorials are a unique group of professionals. Experts like Shelley Brothers Monuments combine compassion and sensitivity with age-old skills and modern precision systems. As a result, they have the tools and experience to provide everything from grave restorations to Pet Monuments in CT.
Craftsmen Offer Custom Results
The finest monument specialists work with such a wide variety of stone and lettering that they can create virtually any result clients want. Professionals listen to customers and have the experience to make suggestions that will create the desired effects. Craftsmen often work with stone in colors such as rose, black, mahogany, pink, gray, and black. They offer a broad range of lettering sizes and types. They can create unique contours in a variety of materials and can re-create ideas that clients have seen and would like duplicated. Click here for more details.
Professionals Guide Client Choices
Many cemeteries have rules about the sizes and types of stones that they allow. However, experienced monument craftsmen are familiar with local cemeteries and can guide customers. As a result, they can help them choose the ideal markers, headstones, or monuments. Experts help clients choose the best materials, sizes, styles, and symbols for their monuments. They can accommodate everything from the most ornate headstones to moving Pet Monuments in CT. They also help clients pre-select memorials for family plots.
Experts Can Restore Graves
Stone craftsmen can restore older grave markers, to make them more readable and recreate their original appearance. They offer fast, on-site service and will match any fonts, colors, and sizes. Experts can work with wood, brick, granite, and other materials. They repair damaged headstones and repaint monuments. They also offer on-site lettering for pre-selected monuments that clients already have in place. They will add any requested symbols, dates, and updated information.
The stone craftsmen who design cemetery memorials offer compassionate guidance to clients and can accommodate almost any design they choose. These experts work with a wide variety of stones and can create custom markers, headstones, monuments, and more. They also restore older gravestones and can add symbols, lettering, and dates to pre-selected memorials. domain URL for more details.


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Program Description
Fashion Photography
Classes will be taught both Italian and English
Fashion photography is definitely one of the most exciting and fascinating areas of the fashion world. Fashion photography requires knowledge of certain processes, not only technical but also creative and commercial. Without these processes it would be impossible to compete with other professional and aspiring photographers.
Fashion photography is without a doubt one of the most important presentational tools. Uptodate Fashion Academy offers an updated version in style and form. Its evening course proposes an enriched syllabus for passionate fashion photographers - a passion which when associated with specific techniques will produce talented professional fashion photographers.
Through fieldwork and hands-on simulation activities in the form of shoots and digital work, you
will be able to apply successfully a wide range of technical photographic skills.
Course Program:
- The camera
- The optic bank
- The correct exposition
- The film and its digital support
- The quality of lights and filters
- Support, static lights and electricity
- Fundamental techniques for external photo shoots
- Image analysis created and edited
- Focus on the evolution of photography throughout the years
- Selection of photography, assistants, stylist, make- up artist and hair stylist, selection of the model
- International photography agencies and photographers
- Creating your own personal portfolio
Fashion Photography is a one month course
Monday, Wednesday and Friday
09:30 - 12:30
Tuesday and Thursday
09:30 - 12:30 and 14:00 - 17:00
144 hours
(102 h. classroom and project work)
Available date:
We can provide you all the necessary documents to get student visa.
We can offer our help to find accommodation
Fundamental prerequisite to attend the course is to have already turned 18 years old
About the School
Uptodate Fashion Academy - besides being the first international Academy to offer qualified, innovating and formative paths of undisputed value, it is a place where Fashion & Beauty find their per ... Read More


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Colitis is an inflammation of the colon. It is a painful condition that causes diarrhea and constipation, abdominal cramps, bloating, flatulence and gastrointestinal gases. The intensity of the symptoms depends on the intensity of inflammation. In order to sooth symptoms of colitis, you may use several herbs. Turmeric, sage, ginger, bark of the French maritime pine and yams have strong anti-inflammatory effect that alleviate pain. Additionally can be used, soothening herbs such as comfrey, Althea and antimicrobial herbs such as echinacea and garlic.
When colitis is accompanied by anxiety is good to use sedative herbs such as valerian and lemon balm. Main causes of colitis are stress, poor eating habits, medication, drinking coffee, alcohol and smoking. In acute phase of disease, avoid food rich in fibers, whole grain cereals, raw vegetables and nuts. Also avoid foods that may irritate the gut such as vinegar, pickles, fried and spicy foods or food rich in lactose and gluten. You can drink goat milk and eat soups, eggs, fruits, vegetables slightly cooked, banana and avocado. Aloe is administered in order to heal inflammation (60ml) before meal. Avoid taking aloe if there is intense diarrhea.
Useful additions:
–Vitamin B6
–Vitamin C and vitamin E
–Flax seed (1table spoon a day)
–Acidophillus 500mg, 2 times a day
–Pectin 500mg after lunch
–Masticha Chios and alfalfa


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Last fall, without fanfare, Class Notes Editor Laurie Lindquist retired after 29 years at Reed. But a beautiful fanfare would be richly deserved (as, no doubt, is her retirement). Because for many years she has been the heart and soul of the magazine's class notes and especially the pieces that are now called In Memoriam, many years of which can now be found online. For those of us who have lost someone from Reed and had something we needed to say about them, Laurie gave us the place to say it. Much of the time she herself found the people and the resources (the Oral History Project for one) to make a true memorial to the classmates we remember—and also gave us a sense of the essence and value of people we'd never heard of, but who were part of our community, and this was our chance to meet them.
It was a gift that brought a lot of healing with it, and we can only be grateful for her service, and wish her the very best in whatever she puts her mind—and her extraordinary heart—to next.
Editor's Note: Hear, Hear! Laurie's contributions to the magazine are legion (and legendary), and she has probably written and edited more words about Reed and Reed alumni than anyone alive. We are heartbroken to see her go but happy that she will now have time to pursue her various pursuits.


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Nothing beats getting out in nature! Hiking is such a wonderful way to meditate while getting some cardio in! My husband and I are avid hikers/campers and we hope to add kayaking to our adventures soon! I would like to share some pictures of a few of our adventures!
Jones Gap Hike/Camp 4/11
Our campsite
Clark Jungle Hammock
We filter our water
Outdoor Kitchen!
Our packs
The Drive
I guess you can tell my pictures didn't go in order!
I can't wait for it to cool off so we can go again!
Thank you for visiting!


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The aim of this learning programme is for you to consider how pharmacy professionals in all sectors can support people who have asthma. You will apply your knowledge of asthma management and guidelines and explore how you can support people to manage their asthma, reduce complications and improve their quality of life.
On completion of all aspects of this learning programme you should be able to:
When you book onto this workshop you will be able to access the resources that you need to complete your learning. If there is a printed pre-workshop book associated with your workshop, then this will be sent to you in the post and you will also be able to download it in PDF form.
At the workshop your facilitator will provide any materials for you to refer to and complete during the event.
You can also access this programme through your learning community.


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1.1 What are the most common types of private equity transactions in your jurisdiction? What is the current state of the market for these transactions? Have you seen any changes in the types of private equity transactions being implemented in the last two to three years?
All standard transaction strategies to acquire portfolio companies are commonly used in Switzerland. We assume that regular leveraged buyouts have accounted for a majority of the transactions in recent years.
1.2 What are the most significant factors or developments encouraging or inhibiting private equity transactions in your jurisdiction?
The most significant recent event for the Swiss economy was the abandonment of the CHF/EUR minimum exchange rate by the Swiss National Bank (SNB) in January 2015, resulting in the appreciation of the CHF against the EUR. This may also have been the most important factor in private equity transactions. Despite the challenges created by the strong Swiss Franc, many advisers expect Swiss M&A activity to remain strong.
2.1 What are the most common acquisition structures adopted for private equity transactions in your jurisdiction?
Usually, private equity funds investing in Swiss portfolio companies set up a NewCo/AcquiCo in Switzerland as an acquisition vehicle. The NewCo is held either directly or via a Luxembourg, Netherlands or similar structure. AcquiCos incorporated outside Switzerland are also seen.
Management usually invests directly in the AcquiCo rather than via a management participation company. Often, one single shareholders' agreement (SHA) between the financial investor(s) and management is concluded, which governs all aspects of the investment (governance, exit procedures, share transfers, good/bad leaver provisions, etc.). In other cases, a main SHA is concluded between the financial sponsors and a separate, smaller SHA with management.
2.2 What are the main drivers for these acquisition structures?
The acquisition structure is mainly tax-driven (tax-efficient repatriation of dividends/double taxation treaties, tax-exempt exit). Directly investing in the AcquiCo may allow Swiss-domiciled managers to realise a tax-free capital gain on their investment when the AcquiCo is sold at the exit.
2.3 How is the equity commonly structured in private equity transactions in your jurisdiction (including institutional, management and carried interests)?
A Swiss NewCo often has only one class (or maximum two classes) of shares. Preferential rights, exit waterfall, etc. are implemented on a contractual level in the shareholders' agreement. NewCos incorporated abroad often have several classes of shares.
2.4 What are the main drivers for these equity structures?
Firstly, Swiss corporate law limits the formation of preferential shares in certain ways. Secondly, the articles of association are publicly available. Consequently, the preferred route is to embody preferential rights, etc. in the shareholders' agreement (which is not publicly available) in which the parties can freely agree on such features.
2.5 In relation to management equity, what are the typical vesting and compulsory acquisition provisions?
Management is often asked to acquire the full stake of their investment at the outset. In mid-sized deals, management participation usually ranges around 1% to 3%; however, certain funds request much higher management investments. As mentioned in question 2.2, usually each of the managers directly invests in the AcquiCo to realise a tax-free capital gain at the exit.
Often, the equity sponsor or the target company grants loans to the managers so they can finance their investment; the exact structure is usually sought to be confirmed by a tax ruling in order to avoid taxation of the exit gain as taxable income.
The shareholders' agreements with management typically contain standard good and bad leaver provisions, providing for a call option of the financial sponsor in case of a departure (with a price reduction in case of a bad leaver – which may also depend on the duration of employment). Sometimes, the management participation is structured as staggered vesting of the shares. The differences between initial investment with good/bad leaver provisions and staggered vesting are of a rather technical nature; the material result is usually the same.
2.6 If a private equity investor is taking a minority position, are there different structuring considerations?
Structuring considerations do not fundamentally differ for minority stakes. Of course, securing the exit possibilities and minority protection rights in the shareholders' agreement are of paramount importance.
3.1 What are the typical governance arrangements for private equity portfolio companies? Are such arrangements required to be made publicly available in your jurisdiction?
The predominant type for acquisition of portfolio companies in Switzerland is the stock corporation (Aktiengesellschaft). Sometimes, limited liability companies (LLCs, GmbH) are used, which have the advantage that they can be treated as transparent for US tax purposes.
The stock corporation is governed by a board of directors which has supervisory function and resolves on strategic and important issues (appointment of senior management, etc.). A director is elected ad personam; proxies (e.g. in the case of absence at meetings) are not possible.
Day-to-day management is normally delegated to management, based on organisational regulations. They often contain a competence matrix defining the competences of each management level and which decisions need approval by the board or even shareholders.
Such division of competence is – together with board composition, quorum requirements, etc. – also reflected on a contractual level in the shareholders' agreement.
Neither the organisational regulations nor the shareholders' agreement are required to be made publicly available in Switzerland; only the articles of association.
Our comments in this section 3.1 regarding stock corporations apply largely for LLCs too.
3.2 Do private equity investors and/or their director nominees typically enjoy significant veto rights over major corporate actions (such as acquisitions and disposals, litigation, indebtedness, changing the nature of the business, business plans and strategy, etc.)? If a private equity investor takes a minority position, what veto rights would they typically enjoy?
If a private equity investor holds a minority of the voting rights, its veto rights usually depend on the stake held: while a small investor (up to 20%) normally enjoys only fundamental veto rights aiming at protection of its financial interest (dissolution, pro-rata right to capital increases, no fundamental change in business, maximum leverage, etc.); investors holding a more important minority stake (20-49%) usually also have veto/influence rights regarding important business decisions and composition of senior management. The exit rights for private equity investors holding a minority position are usually heavily negotiated.
3.3 Are there any limitations on the effectiveness of veto arrangements: (i) at the shareholder level; and (ii) at the director nominee level? If so, how are these typically addressed?
On a shareholder level, veto rights may be created by introducing high quorums for certain shareholders' decisions in the articles of association and the shareholders' agreement. Such veto rights are generally regarded as permissive as long as the arrangement does not lead to a blockade of decision taking in the company per se.
On a board level, individual veto rights of certain board members cannot be implemented based on the articles of association or other corporate documents. However, such individual veto rights are regularly incorporated in the shareholders' agreement; i.e. the parties agree that the board shall not take certain decisions without the affirmative vote of certain nominees. A board decision taken in contradiction to such contractual arrangement would still be valid, but may trigger consequences under the shareholders' agreement. Furthermore, directors are bound by a duty of care and loyalty vis-à-vis the company. If abiding by instructions given by another person based on contractual provisions leads to a breach of such duties, the board member may not follow such instructions and will likely not be in breach of the shareholders' agreement (at least if the latter is governed by Swiss law).
3.4 Are there any duties owed by a private equity investor to minority shareholders such as management shareholders (or vice versa)? If so, how are these typically addressed?
From its position as a shareholder alone, in principle, a private equity investor does not have such duties; shareholders of a Swiss stock corporation do not have any duty of loyalty.
However, directors, officers and management have a duty of care and loyalty towards the company and, to a certain extent, also to the minority shareholders. Under special, limited circumstances, a private equity investor or an individual acting for it may be regarded as de facto/shadow director of the company and, consequently, also be bound by such duties. The claim that a shareholder or one of its representatives is a shadow director might be made successfully if such person de facto acts as officer of the company, e.g. by directly taking decisions that would actually be in the competence of the board, etc.
3.5 Are there any limitations or restrictions on the contents or enforceability of shareholder agreements (including (i) governing law and jurisdiction, and (ii) non-compete and non-solicit provisions)?
Shareholders' agreements are common in Switzerland and normally governed by Swiss law. The parties are largely free to determine rights and duties but there are certain limitations. The most important ones are:
- a SHA may not be unlimited in time/valid during the entire lifetime of the company, but may have a maximum term of ca. 20-30 years; and
- as per mandatory corporate law, directors must act in the best interest of the company (duty of care and loyalty), which may hinder the enforcement of the SHA if its terms would conflict which such duties.
A shareholders' agreement is only enforceable against its parties. There is a debate in Swiss legal doctrine as to what extent the company itself may be party to a SHA and bound by its terms. While a majority acknowledges that the company may fulfil some administrative duties, entering into further obligations is questionable.
Non-compete obligations of the shareholders in favour of the company are typically enforceable if the respective shareholders are (jointly) controlling the company. Furthermore, non-compete obligations need to be limited to the geographical scope and scope of activity of the company.
To secure share transfer provisions of the SHA, the parties often deposit their shares with an escrow agent under a separate share escrow agreement. Often, SHAs also provide for penalty payments in case of breach.
3.6 Are there any legal restrictions or other requirements that a private equity investor should be aware of in appointing its nominees to boards of portfolio companies? What are the key potential risks and liabilities for (i) directors nominated by private equity investors to portfolio company boards, and (ii) private equity investors that nominate directors to boards of portfolio companies under corporate law and also more generally under other applicable laws (see section 10 below)?
On a practical note, at least (i) one person with individual signatory power residing in Switzerland, or (ii) two individuals with joint signatory power both residing in Switzerland must be able to fully represent the company (entry into the commercial register). It is not necessary that such persons are board members (but, e.g., managers). Additional individual or collective signatory rights may also be granted for persons residing outside Switzerland.
Directors, officers and managers of the company (including nominees of the private equity investor) have a duty of care and loyalty towards the company and must safeguard the (sole) interest of the portfolio company even if such interest is contrary to the interest of the appointing private investor. Under special, limited circumstances, a private equity investor or an individual acting for it may be regarded as de facto/shadow director of the company and, consequently, also be bound by such duties. To prevent such a scenario, decisions should be taken solely by the competent bodies.
Further, directors, officers and managers may be held liable in case of non-payment of certain social security contributions and taxes by the company.
3.7 How do directors nominated by private equity investors deal with actual and potential conflicts of interest arising from (i) their relationship with the party nominating them, and (ii) positions as directors of other portfolio companies?
In case of a conflict of interest, the concerned director must inform the other board members and abstain from participating in the respective discussion and decision-making process. In typical Swiss private equity setups with one or few financial sponsor(s) that are each represented in the board, issues related to conflicts of interest are of limited relevance in practice.
4.1 What are the major issues impacting the timetable for transactions in your jurisdiction, including competition and other regulatory approval requirements, disclosure obligations and financing issues?
If certain turnover thresholds are met, a Swiss merger filing must be made. Unless the Competition Commission (CC) decides to initiate an investigation, clearance is granted within 30 days from filing a complete application. The start of the 30-day period may be delayed because the CC does not consider the filing as complete and requires additional information.
For transactions in certain industries, governmental approvals must be obtained (e.g. banks, telecom, etc.). The impact on the timetable depends on the respective regulation and on the authorities involved.
Other than that, practical timing constraints such as setting up a NewCo (ca. 10 days) are similar to other European jurisdictions.
4.2 Have there been any discernible trends in transaction terms over recent years?
Since debt financing is currently easily available, buyers have become increasingly willing to enter into binding purchase agreements prior to having the financing secured.
As a general observation, typical Swiss share/asset purchase agreements still tend to be significantly shorter than US/UK agreements – a consequence of Switzerland's civil law system.
5.1 What particular features and/or challenges apply to private equity investors involved in public-to-private transactions (and their financing) and how are these commonly dealt with?
Anyone who acquires equity securities which, added to equity securities already owned, exceed the threshold of one third of the voting rights of a Swiss listed company, is obliged to make an offer for all listed equity securities of the company (mandatory tender offer), barring exemptions granted by the Swiss Takeover Board. The target company may, however, have either increased the threshold to a maximum of 49% of the voting rights (opting-up) or completely excluded the obligation to make an offer (opting-out).
Further, anyone who exceeds certain thresholds of the voting rights in a Swiss listed company (the lowest threshold is 3%) is obliged to make a notification to the company and the stock exchange (disclosure obligation).
Moreover, to carry out a squeeze-out merger subsequent to a public tender offer, the bidder must hold at least 90% of the share capital and voting rights of the target company. Voluntary tender offers are regularly made subject to a minimum acceptance condition which, however, does normally not exceed two-thirdsof the target company's shares. Thus, the bidder runs the risk of ending up holding less than 90% and, consequently, not being able to squeeze-out the remaining minority shareholders.
5.2 Are break-up fees available in your jurisdiction in relation to public acquisitions? If not, what other arrangements are available, e.g. to cover aborted deal costs? If so, are such arrangements frequently agreed and what is the general range of such break-up fees?
Both takeover parties can agree on break fees unless they will result in coercing shareholders to accept the offer or deter third parties from submitting an offer. As a rough rule of thumb, break fees should not considerably exceed the costs in connection with the offer. The parties must also disclose such agreements in the offer documents.
6.1 What consideration structures are typically preferred by private equity investors (i) on the sell-side, and (ii) on the buy-side, in your jurisdiction?
Locked-box mechanism (with anti-leakage protection), preferred on sell-side, and NWC/Net Debt adjustments based on closing accounts, preferred on buy-side, are equally common in Switzerland. Earn-outs and vendor loans are less often seen.
6.2 What is the typical package of warranties/indemnities offered by a private equity seller and its management team to a buyer?
Usually, a customary set of representations and warranties is granted which is not materially different from what strategic sellers offer. Quite often, tax indemnities are seen.
6.3 What is the typical scope of other covenants, undertakings and indemnities provided by a private equity seller and its management team to a buyer?
Typically, the parties agree on non-compete and non-solicitation obligations for a period of one to three years.
6.4 Is warranty and indemnity insurance used to "bridge the gap" where only limited warranties are given by the private equity seller and is it common for this to be offered by private equity sellers as part of the sales process? If so, what are the typical (i) excesses / policy limits, and (ii) carve-outs / exclusions from such warranty and indemnity insurance policies?
So far, W&I insurances have relatively seldom been used, but this may change as insurers have become more active.
6.5 What limitations will typically apply to the liability of a private equity seller and management team under warranties, covenants, indemnities and undertakings?
The liability for breaches of R&W is typically subject to a de minimis amount (depending on deal size) and a threshold amount (often approximately 1% in mid-cap transactions), as well as a cap in the range of 10-30%. Title and tax representations are often not subject to such limitations.
Managers are only liable in proportion to their shareholding.
6.6 Do (i) private equity sellers provide security (e.g. escrow accounts) for any warranties / liabilities, and (ii) private equity buyers insist on any security for warranties / liabilities (including any obtained from the management team)?
Escrows to secure R&W are not uncommon; in particular in case of multiple sellers (e.g. when a large number of managers are co-sellers).
6.7 How do private equity buyers typically provide comfort as to the availability of (i) debt finance, and (ii) equity finance? What rights of enforcement do sellers typically obtain if commitments to, or obtained by, an SPV are not complied with (e.g. equity underwrite of debt funding, right to specific performance of obligations under an equity commitment letter, damages, etc.)?
Typically, in relation to the equity portion the private equity fund provides an equity commitment letter which may be enforced by the seller (obliging the private equity fund to provide the NewCo with the necessary funds). The debt portion is usually comforted by binding financing term sheets, interim loan agreements or similar. In the context of public transactions, the availability of funds must be confirmed by the review body before launch of the offering.
6.8 Are reverse break fees prevalent in private equity transactions to limit private equity buyers' exposure? If so, what terms are typical?
Reverse break fees are relatively rarely seen in private equity transactions; sellers often insist on actual financing proof (see above).
7 TRANSACTION TERMS: IPOs
7.1 What particular features and/or challenges should a private equity seller be aware of in considering an IPO exit?
A private equity seller should be aware of the following features and challenges for a company going public:
- Lock-up: Typically, existing shareholders holding more than 3% in the share capital prior to the offering, as well as the members of the board of directors and the executive management, will be required by the underwriters to sign-up for lock-up undertakings during 12 to 18 months after the IPO. Therefore, shareholders' agreements among private equity investors and agreements with directors and managers should provide for respective undertakings.
- Drag-along rights: Shareholders' agreements should also include drag rights to ensure that that there are sufficient shares to be sold in the secondary tranche.
- Corporate governance: Private-equity owned companies will have to adapt their corporate governance regimes in order to make the company fit for IPO (including amendments to the articles of association, board composition, internal regulations, etc.).
- Regulation: As in most jurisdictions, Swiss law and the listing rules of the SIX Swiss Exchange provide for additional obligations for a public company (e.g. obligations regarding financial reporting, compensation of the board of directors and the senior management, ad hoc announcement, disclosure of major shareholdings). These obligations require additional resources within the company and the support of an external specialist.
7.2 What customary lock-ups would be imposed on private equity sellers on an IPO exit?
Shareholders holding more than 3% in the share capital prior to the offering of the company going public, as well as the members of the board of directors and the executive management, are usually requested to sign-up for lock-up undertakings with lock-up periods of 12 to 18 months.
7.3 Do private equity sellers generally pursue a dual-track exit process? If so, (i) how late in the process are private equity sellers continuing to run the dual-track, and (ii) were more dual-track deals ultimately realised through a sale or IPO?
This is heavily dependent on the general market conditions. If an IPO is considered, dual-track processes are often seen. However, if an IPO is not the preferred route at the beginning, often just a trade sale (auction) process takes place. Dual-track processes have been pursued until very late in the process, although parties try to make their final decision before the intention to float is published.
8.1 Please outline the most common sources of debt finance used to fund private equity transactions in your jurisdiction and provide an overview of the current state of the finance market in your jurisdiction for such debt (particularly the market for high yield bonds).
Private equity investors usually provide financing in the form of mezzanine debt or subordinated loans. In the context of leveraged buyouts, investors will typically use senior and junior debt in the form of credit facilities provided by financial institutions and high yield bonds, although there are some restrictions in connection with bond financing into Switzerland. In the context of acquisitions, debt providers usually require that existing debt is refinanced at the level of the acquisition debt providers. Security released in connection with the refinancing typically serves as collateral for the new acquisition financing. The ability of Swiss target group companies to provide collateral is limited under Swiss law. Upstream security may only be granted if certain prerequisites are met, and only in the amount of the relevant Swiss company's freely distributable reserves.
8.2 Are there any relevant legal requirements or restrictions impacting the nature or structure of the debt financing (or any particular type of debt financing) of private equity transactions?
Under Swiss law, there are no statutory corporate minimum leverage requirements. However, de facto limitations result from the thin capitalisation rules applied by Swiss tax authorities. Interest paid on amounts of debt exceeding certain thresholds may be requalified as a hidden dividend if paid to a shareholder or a related party of a shareholder. Consequently, such interest would not be tax-deductible and subject to 35% withholding tax.
The same generally applies if debt is provided by a third party but secured by a shareholder. Furthermore, there are restrictions for Swiss companies to grant loans or provide security which are of an up-stream or cross-stream nature (see question 8.1 above). The Swiss tax authorities publish maximum safe haven interest rates for intercompany loans on an annual basis. Higher interest rates can be justified with a third party test.
9.1 What are the key tax considerations for private equity investors and transactions in your jurisdiction?
Switzerland is not known as a very attractive location for the establishment of private equity funds, mainly due to the Swiss withholding tax and securities transfer tax regime. Therefore, private equity funds are often established in jurisdictions like Jersey, Cayman Islands, Luxembourg, Scotland or Guernsey.
Private equity acquisitions in Switzerland are mainly performed by an acquisition vehicle (holding company) from jurisdictions with which Switzerland has concluded a double taxation treaty and which foresee a 0% Swiss withholding tax for a qualifying (minimum 10% shareholding) dividend distribution from a Swiss company.
9.2 What are the key tax considerations for management teams that are selling and/or rolling-over part of their investment into a new acquisition structure?
Swiss-resident managers generally try to achieve a tax-exempt capital gain upon the sale of privately held shares. In order not to qualify as salary (like synthetic bonus schemes), the managers should have full ownership rights (dividend, liquidation, voting rights). A tax neutral roll-over can often be structured, e.g. via a share-for-share exchange in line with the Swiss reorganisation tax requirements. Whether the sale of shares under a management participation qualifies for a tax-exempt capital gain is a case-by-case decision since preferential terms (like sweet equity) or a later investment at a formula value could lead to (partial) taxable salary for the managers upon sale and social security charges for the Swiss employer. Thus, it is recommendable to confirm the consequences of a specific management participation in an advance ruling.
9.3 What are the key tax-efficient arrangements that are typically considered by management teams in private equity portfolio companies (such as growth shares, deferred / vesting arrangements, "entrepreneurs' relief" or "employee shareholder status" in the UK)?
There are no specific tax reliefs or tax provisions for management share participations, except for blocking period discounts (6% per blocking year) if shares are acquired below fair market value.
9.4 Have there been any significant changes in tax legislation or the practices of tax authorities (including in relation to tax rulings or clearances) impacting private equity investors, management teams or private equity transactions and are any anticipated?
There are currently no immediate tax changes expected affecting the investment in Swiss targets and the acquisition by private equity funds. In order to pass the beneficial owner test to qualify for 0% Swiss withholding taxes under the respective double taxation treaty, the Swiss Federal Tax Administration generally requires sufficient equity (minimum 30%), business reasons and certain substance of the foreign acquisition holding company.
The OECD base erosion and profit shifting (BEPS) standards will be implemented by Switzerland, e.g. country-by-country reporting, spontaneous exchange of tax rulings, both likely as of 2018 in Switzerland. Further, the anticipated corporate tax reform III, under which privileged tax regimes will be abolished, will have an impact on the effective tax rates of Swiss target companies, since general reductions of tax rates and measures like patent boxes are expected to be introduced to maintain the attractiveness.
10.1 What are the key laws and regulations affecting private equity investors and transactions in your jurisdiction, including those that impact private equity transactions differently to other types of transaction?
The Swiss Federal Collective Investment Schemes Act (CISA) applies to the fund, its activities and distribution. On the transactional level, private transactions are mainly governed by the Swiss Code of Obligations (CO); no specifics apply. In case of a public tender offer, the Federal Stock Exchanges and Securities Trading Act (SESTA) and a number of implementing ordinances apply and, as the case may be, also the Listing Rules of the SIX Swiss Exchange. Beyond, if a transaction exceeds certain thresholds, the regulations of the Federal Act on Cartels and other restraints of competition also need to be considered.
10.2 Have there been any significant legal and/or regulatory developments over recent years impacting private equity investors or transactions and are any anticipated?
After a major revision of the Swiss collective investment schemes legislation in 2013, private equity funds may qualify as collective investment schemes under Swiss law (Collective Investment Schemes Act, CISA). Under the revised CISA, the requirements for the offering and placement of funds mainly depend on whether the fund interests are being "distributed" in the meaning of CISA in or from Switzerland and, if so, whether they are distributed to qualified investors only or to other persons as well. As a result, the concept of distribution is key to determine the admissibility of offering interests in private equity funds in or from Switzerland. This new concept replaced the previous distinction between public distribution and private placement under the old CISA.
As a consequence of the revision of CISA, fundraising has become more complex during the last few years. In particular, special attention has to be paid to the question of what kind of investors can be approached for fundraising. In short, interests in private equity funds may still be freely offered to regulated financial intermediaries such as banks, securities dealers, fund management companies and insurance companies in Switzerland (the 'super-qualified investors'). Fundraising from these super-qualified investors does not qualify as 'distribution' and is, therefore, not subject to the distribution rules of the CISA. The case is different for the offering of interests in private equity funds to qualified investors, as this may be subject to legal and regulatory requirements (e.g. the requirement of a paying agent and representative of the funds).
10.3 How detailed is the legal due diligence (including compliance) conducted by private equity investors prior to any acquisitions (e.g. typical timeframes, materiality, scope etc.)? Do private equity investors engage outside counsel / professionals to conduct all legal / compliance due diligence or is any conducted in-house?
The legal due diligence (DD) usually covers the following areas: corporate, financing agreements, business agreements, employment, real property/lease as well as IP/IT and litigation. The handling of compliance and regulatory matters depends on the specific case. Typically, an external legal counsel is engaged to conduct a red flag legal DD of two to four weeks.
10.4 Has anti-bribery or anti-corruption legislation impacted private equity investment and/or investors' approach to private equity transactions (e.g. diligence, contractual protection, etc.)?
In due diligence, focus on compliance of target companies with anti-bribery, anti-corruption and economic sanctions has increased in recent years.
10.5 Are there any circumstances in which: (i) a private equity investor may be held liable for the liabilities of the underlying portfolio companies (including due to breach of applicable laws by the portfolio companies); and (ii) one portfolio company may be held liable for the liabilities of another portfolio company?
Under special, limited circumstances, a private equity investor or an individual acting for it may be regarded as de facto/shadow director of the company and, consequently, be bound by directors' duties (see question 3.6).
A private equity investor that (solely or jointly) controls a portfolio company that has infringed competition law could be made jointly and severable liable for paying the resulting fine. While it is possible that a portfolio company may be made liable for the liabilities of another portfolio company, this is a less likely scenario. See also no. 11 below.
Under normal circumstances, it is highly unlikely that a portfolio company is liable for another portfolio company.
11.1 What other factors commonly give rise to concerns for private equity investors in your jurisdiction or should such investors otherwise be aware of in considering an investment in your jurisdiction?
In April 2014, the European Commission imposed a €37 million fine on Goldman Sachs for antitrust breaches committed by a portfolio company that was formerly owned by its private equity arm, GS Capital Partners. The fine was joint and several on GS and the portfolio company. It was imposed on the basis that GS exercised decisive influence over the portfolio company, though GS was not alleged to have participated in, been aware of or facilitated the alleged cartel in any way. Even though there are not yet such precedents in Switzerland in relation to private equity companies, it may be possible that the Swiss Competition Commission could follow the European Commission's route of thinking. In Switzerland, in the past, holding companies tended to be found to be jointly and severally liable for the antitrust fines of their subsidiaries.
Originally published by The International Comparative Legal Guide to: Private Equity 2016, Global Legal Group Ltd, London.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.


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While China isn't too pleased with Samsung over the way they handled the Note 7 recall, it now seems that their ire has turned to Apple. This is because for some inexplicable reason, the iPhone 6 and 6s handsets in the country are shutting off at random. This seems to be happening regardless of battery life, with some shutting off even when there is 50% remaining.
For some reason, this only seems to have affected both the iPhone 6 and 6s, and that their Plus models aren't affected, and neither have we heard similar reports in other parts of the world. Granted phones do run into problems every now and then, but to have particular models and particular markets affected does seem a bit weird.
We can only assume it is a software problem that might have affected the Chinese version of the iPhone, but whatever the case is, the China Consumers Association has since approached Apple about the problem and will be monitoring it. Users are complaining that the phones would only turn back on when they are plugged into a charger.
Like we said we haven't heard about it being an issue in other markets, but do let us know in the comments below if you are similarly affected by the random shutting off of either the iPhone 6 or 6s.
|Product Name
|iPhone 6
|iPhone 6s
|Diagonal (inches)
|Battery Capacity (mAh)
|1810 mAh
|1715 mAh
|Processor Name
|RAM Options
|Street Price
|$265 iPhone 6 on Amazon
|$147 iPhone 6s on Amazon
|Link to full specs
|iPhone 6 Full specs and details
|iPhone 6s Full specs and details


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How About a Shave?
Several years ago I did a favor for a friend. I worked a few nights as a private duty nurse to her father who was dying of cancer. I had never met him before that first night when the introductions were made. There was some small talk and a few updates on how he had been that day, then I found myself alone with my patient. We'll call him Mr. Smith.
After a few minutes of small talk we both ran out of things to say. It wasn't time for any medication, and he wasn't ready for bed. I looked around for something to fill the time. His hospital gown was clean, his bed was neat and smooth. But, then I noticed something. Given what I knew about his daughter and what she had told me about Mr. Smith, I knew he was a man of pride and quiet dignity. Yet, here he sat, giving control of the last days and weeks of his life over to a sea of uniforms and pain. He was trying his best with the situation, but it just wasn't home and it wasn't his own life any more.
What could I do for him? With our ever increasing patient loads and higher acuity levels, it's very rare that a nurse would have the time to look for the small things that can really make a difference to our patients. Here I had an opportunity to try, just a little, to do the things that I truly became a nurse for: to lift spirits, and heal wounds that the eye can and cannot see. These are the things that a easily overlooked in the stress of the shift and the more pressing care that needs to be given.
My gaze settled on Mr. Smith's face. This charming man's chin was scruffy, though what little hair he had was neatly combed. When was the last time he'd been able to shave? Shaving a man's face was one of those skills I learned at the beginning of nursing school and never thought about again. In reality, not many nurses do have a need to practice this skill outside of surgery prep. Frequently used or not, it was a skill that I had and a skill I could share with Mr. Smith.
"How would you like me to give you a shave before bed? It might help you relax and sleep better."
He looked at me with doubt.
I gave him a grin and a sly wink. "Trust me, I'm a professional." Well, it was sort of true.
When he consented, I gathered some supplies and began to warm some water. For the next 20 minutes or so he talked and I shaved. It was one of the best experiences I've had as a nurse. Just a few minutes of unhurried time and a simple act made Mr. Smith feel more normal and dignified. It also gave me an increased appreciation for the work of an aide or tech. Sure, it's backbreaking and often unpleasant to help patients with their most basic needs and care. But on the other hand, when it's accomplished with dignity and respect, the aide can touch the very heart of a patient.
When I finished the shave, he rubbed his chin and checks, still a little suspicious of my shaving skills. By the time he pulled his hand away in satisfaction a change had come over him. He sat up a little straighter, he looked a little less tired, and his smile had reached his eyes.
It didn't require my knowledge of his medications or disease process. All it took was a little time and a little human kindness.
Shortly after that I gave him his medications and bade him goodnight. He slept, and the rest of the night passed without incident. I slipped out before he woke up the next morning; whispering my report to his returning family. I didn't mention the shave and I don't know that they immediately noticed. Still, it had left an impression with me.
A few nights later I stepped into Mr. Smith's room and reported for private duty once again. We exchanged some pleasantries while I checked and made sure everything was in order. Then I sat down next to his bed and asked, "Is there anything I can do for you before bed?"
He reached a hand back up to his chin. "How 'bout a shave?"
"It would be my pleasure, Mr. Smith."
Copyright 2013- American Society of Registered Nurses (ASRN.ORG)-All Rights Reserved
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In March 2012, the cities of West Linn and Lake Oswego, Oregon launched Solarize West Linn-Lake Oswego, a community-led solar initiative, supported by both cities, Clackamas County, and a grant from the city of Portland's Bureau of Planning and Sustainability. Clackamas County also supported a Solarize campaign along with the county's Oregon State University extension service – Growing Solar Clackamas County.
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Malvern College 1990-1993
GCSE's in English, English Lit, History, French, Biology,
Art, Chemistry, Classical Civilisation, Maths, German
Spoken Languages: English (Native: UK)
Profession: Journalism.
Teaching Experience: I taught English as a second language to adults in the past in the U.K. and thoroughly enjoyed it. Many of my previous students are now settled in the U.K. and Canada and are enjoying great professional success in their lives because of their ability to speak and write English fluently.
Interests: I love watching romantic comedies and learning about other cultures. I also love cooking and playing badminton.
Education: Bachelor's Degree in Law, Postgraduate Diploma in Journalism.
Spoken Languages: English (Native)
Profession: English Teacher
Teaching Experience: I have been teaching English to 15 to 20 year olds' for the last 5 years. For the last 7 years I have taught conversation and listening skills to adults.
Interests: My hobbies include reading, watching movies or Netflix, cooking and travelling.
My favourite topics to learn about and share thoughts on are cooking, cultures and history.
Education: I studied Accounting at university and have a TEFL certificate.
Spoken Languages: English (Native: UK), Afrikaans (Fluent), Thai (Basic)
Profession: Entrepreneur | Business English | Interviews |
Teaching Experience: My teaching experience is primarily in training adult groups at corporate seminars and assisting newly hired employees with initial training. I enjoy teaching Business English and have over 125,000 minutes of teaching on Cambly. I love to give my students the best experience for a 😃 😃 😃 😃 😃 5 smile experience. My students include many business professionals from industries such as Technology, Finance, Consulting, Engineering and the like.
Interests: I am a native English speaker who can help you with your conversational and business English. I am happy to help you prepare for an interview, practice general conversation, discuss travel or talk about anything you would like to practice. I love travel ✈, business, economics, culture discussions, movies, TV 📺 series, Netflix, Amazon Prime, food 🍜, art 🎭, and more!
**** ☺My schedule fills up quickly, so please message me if you have questions about booking a reservation with me☺ ****
Education: I am a certified TEFL instructor and I will always be a life-long student of business.
Spoken Languages: English (Native: US / Canada)
Profession: online English teacher
Teaching Experience: i am currently working for another company online, have also helped out in schools where my children used to go. I have a 120 hour TEFL certificate.
Interests: gardening, painting, cats, music, movies, Bulgaria. outside.
Education: I completed school in the UK, then went on to get an NVQ level 3 in childcare.
Spoken Languages: English (Native: UK)
Profession: ESL Instructor, IELTS Teacher, TOEFL Instructor, Business English Instructor, Nurse
Teaching Experience: I currently work for English First, BlingABC, Qkids, and VIPKid. I have a YouTube Channel, I was born and raised in the United States of America and I have a neutral North American accent.
I am a certified IELTS, TOEIC, and Business English Teacher.
Interests: I am a certified IELTS, TOEIC, and Business English Instructor.
Education: I have a Master's of Business Administration in Healthcare Management. I have a nursing degree. I also have a TESOL certificate and a certificate in Online English Teaching. I am a certified IELTS, TOEIC, and Business English Teacher.
Spoken Languages: English (Native: US / Canada)


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A Guide to Home Ventilation and Indoor Air Quality
Every home needs ventilation to exchange stale indoor air with fresh outdoor air. In fact, the U.S. Environmental Protection Agency has found that indoor air may be up to 5 times more polluted than outdoor air. That's due to moisture, mold, and chemicals from carpets, clothing, paint, cabinets and other common items. This home ventilation and indoor air quality guide, sponsored by Broan-NuTone, is everything you need to know about the air in your home and the benefits of proper ventilation. Included:
- Home Ventilation Overview
- Whole House Ventilation
- Whole House Ventilation Options
- Benefits of Whole House Ventilation
- Humidity Control
- Air Quality
- Spot Ventilation
- Kitchen Air Control
- Bathroom Air Control
- Odor Control
- Fan Control Options
- Central Vacuum Systems


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FRAMED Single Ladies Art Print
from $33.00
'Surfboard' illustration, created from an original gouache painting. This print is also available unframed, here.
Make a statement in any room with this framed poster, printed on thick, durable, matte paper. The matte black frame adds an extra touch of class.
• Alder, Semi-hardwood frame
• Black in color
• .75" thick
• Acrylite front protector
• Lightweight
• Hanging hardware included


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The government has decided to take action against brick kilns contributing to the smog issue in Punjab and adjoining areas. The Environment Protection Department (EPD) of Punjab has directed that brick kilns using "old technology" in the province should be closed from Wednesday. This is a great initiative by the government as the breathing conditions in these areas are catastrophic and lead to a number of respiratory diseases along with deaths in the region. The cause of the problem, however, is going to be the loss of jobs at the end of those who are using old technology at the brick kilns.
Several of the government initiatives lack this vision at this point. A similar outcome was witnessed as a result of the government banning the production of plastic shoppers in the country. This lead to a protest and despite the government being in the right, their lack of holistic policies results in more masses aggravated. In this scenario, the government will continue to allow those who use the "zig-zag" technology in brick kilns and urge others to use similar technology. Such decisions will push the economy to adapt to environment-friendly product production along with catching up on the innovations of the world over.
The environment should be one of the foremost priorities of the government at this point. With climate change becoming an important discussion and climate activism finding support in Pakistan, it is important to invest in the issue so that Pakistan can sustain itself in the face of this challenge. Smog has been a problem for successive years now and anything adding to the problem should be curtailed, rather than just limiting to the blame game and looking towards our neighbours to provide a concrete solution.


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Traveling is fun, whether you are headed out to visit family or on a business trip or vacation. However, getting in and out of the airport is one of the not so nice aspects of your travel. It is long and boring and seems that your airplane will never arrive. Want to make time fly while you wait for the flight? Keep these tips in mind.
Visit the Duty-Free Shops
Everyone knows the costs of items at the duty-free shops are outrageous sometimes, but that doesn't stop you from taking a look around. Keep an eye on the time so you don't miss your flight, but indulge in the stores that you can find in the airport.
Bring Your Device
You have all of the entertainment you need at your fingertips. Stream a movie, interact with friends on social media, play a game. With a phone in hand, you can ensure you're never bored.
Read a Book
Reading broadens our mind and our knowledge. No matter the genre you prefer, bring a book and use your free time to bask in the story! There is nothing quite like sitting down to read a good book.
Get a Drink
Again, do not lose track of the time and flight departures and miss your plane, but why not visit one of the local eateries to get a nice drink? Whether you want a fruit smoothie or an alcoholic drink, choices are there.
Arrange Transportation
If you need airport transportation when departing the airport, arrange service prior to the day of your trip. This eliminates waiting around, since you can be sure that your transportation awaits when you arrive. Many people use and appreciate airport service transportation las vegas and so will you.


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Seventeen schools registered their top singers for Bhajan Competitions held by Vikasa Tarangini, Chennai. The competition was separated between two age groups, one for juniors (Classes 1st to 5th) and another for seniors (Classes 6th to 12th).
5 junior group teams and 17 senior group teams participated wi
th so much enthusiasm and talent that everyone went home happy and elated! Each group had between 6 and 10 students. Every group had to sing one Bhajan on Ramanuja , a great Acharya of Sri Vaishnava Sampradayam in memory of his 1000th Birth Year Celebrations!
Five Judges were there checking the melody, tone, sruthi, co-ordination and overall feel of the groups' performance.
Sriman Vemureddy Brabhakareddy garu and Sriman Harikrishna Garu have inaugurated the event and distributed the prizes, at the end. Sriman Josyula Sailesh Garu, one of the judges beautifully explained to the students, how to improve the singing skills. He appreciated and recognized each group with their strengths.
For More Photos Click Here


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Funny woman and author, Robin O'Bryant is in town this week for the Nashville leg of her book tour… and to visit me. Incidentally, the Wescotts provide excellent accommodations to their house guests, and would NEVER put a whoopee cushion in someone's pillow case. Never.
She will be speaking tonight at the Hendersonville First United Methodist Church at 6:30 pm, AND reading/signing copies of her book tomorrow night at Parnassus Books in Green Hills. Details below.
Her book, Ketchup is a Vegetable: And Other Lies Moms Tell Themselves, is available for sale on Amazon. It has been rated #1 by reader reviews in two genres- Humor Essays and Parenting & Families. WARNING: You may wet your pants with laughter while reading it.
Wed, March 21, 2012
Discussing the topic of "Mommy Guilt."
Hendersonville First United Methodist, 217 East Main Street, Hendersonville, TN 37075
This is a can't miss event! Please bring a friend, and get ready to laugh till you cry (or pee) about the journey we call mommyhood!
Free for MomUp Members, $5 for nonmembers
They will be in the Genesis Hall to allow for more people.
Thurs, Mar 22, 2012
Robin will also be doing a reading and signing at Parnassus Books
Parnassus Books, 3900 Hillsboro Pike, Nashville, Tennessee 37215, 6:30-8:00pm
***If you've never read her blog, then click HERE immediately to see what you've been missing.***


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Play Keno
Who says you need to wait for the weekend for the next big lottery draw? When you play Keno at Slot Madness, you've got a very real chance at winning a $250,000 top prize – any time of day, whenever you're in the mood for it.
In Keno, you get to choose up to 15 numbers from a total of 80 numbers. After you've locked in your numbers, the Slot Madness Keno game will randomly draw 20 numbers. The more numbers you catch, the more money you'll make. You can play anywhere from one number to 15 of them. You'll make more cash based on the percentage of numbers you catch.
Special Features
In Keno, winning is fast and easy thanks to a system that lets you play over and over again. Instead of playing just one game, you can choose to play five or 10 of them. That means less time waiting between games and more opportunity to pop that $250,000 top prize!
Download Keno Now and Play for Free
Ready to try your own personal lottery game? Download the free Slot Madness app and try Keno for free. You can play for as long as you want, whenever you want – all free. And when you're ready to win real money, we'll match your first deposit by 400%. That's like winning the lottery before you even catch your first number!


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Generaly speaking I think there won't be smart city without smart people in it. We need to have smart people who know how to collect information, analyze, process it and use it by right tool (technology) to improve quality of life, to make life easier.
We also need be more aware how our life (life on unity) impact all society. How important is to make some changes in out life to use less energy, be more smarter with garbage, polutions, to recycle more... not only for our good but also for good of our children, grandchildren ...and so on.
6 Comments


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Vintjärn is a very snow-proof area and the ski slopes are drawn on moderately hilly, hilly forest roads. These have shortcuts, which means that you can decide how far you want to go.
9 km along the roads, different loops. 13 km in the terrain, not on roads.
The track is available when you drive through Vintjärn (from Falun), about 100 m after the 90 sign turn right down the road, after about 200 m the track begins.
- Winter


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Singer Usher has wrapped up the final legal battle relating to the $20 million herpes battle.
According to court documents obtained by The Blast, Usher's insurance company has informed the court they are dismissing their lawsuit against the singer.
Back in 2017, New York Marine and General Insurance sued Usher and his company Fast Pace Inc. At the time Usher was facing multiple lawsuits accusing him of exposing sexual partners to Herpes without disclosing the STD.
A Georgia woman demanded $20 million claiming she contracted herpes from Usher after having sexual relations twice. Another case was filed by a woman named Quantasia Sharpton, Jane Doe and a John Doe. The plaintiffs accused Usher of not telling them about the STD before
His insurance company didn't want to cover any damages Usher was ordered to pay. They claimed his policies didn't cover STD-related legal actions.


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2019-2020 Information Sessions
What: FIRST Tech Challenge Robotics Team recruitment event for Renaissance Robotics, with information on other local teams.
- Friday, April 5th - 11:00 am - 1:00 pm
- Friday, April 19th - 10:30 am - 2:30 pm
- Friday, May 10th - 11:00 am - 1:00 pm
- Wednesday, June 12th - 10:00 am - 12:00 pm
Where: Apopka, exact location will be announced later, as which location we use is based on expected attendance at each session. Selected location will be sent to families who have RSVPed approximately 1 week before the event.
Why: FIRST is More than Robots! You build relationships and STEM skills that will last a lifetime. Over 80 million dollars in college scholarship monies are available to FIRST students.
Who: Homeschooled students who will be at least 14 years old by April 1st, 2019 and in grades 9th - 12th for the 2019-20 school year. NO EXPERIENCE NECESSARY. (Limited spots may be available to socially and emotionally mature younger students who are at least 12 years old and in 7th grade. Typically those are reserved for younger siblings of team members).


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1777 Market St.
Redding, California 96001
Visit Website
Local Phone: (530) 241-1777
Market Street Steakhouse proudly serves U.S.D.A. Prime and Reserve Choice beef. Also serving stuffed chicken breast, maple glazed pork tenderloin, gourmet salads and daily fresh fish specials, so there is a little something for everyone.
The bar is fully stocked with some of the finest tequila's, single malt scotches and Cognacs aged up to 100 years. The wine list boasts a selection of 75 unique wines, from the best regions in the world.
Dog Access:
Check out some top picks from our new Director of Barketing™, Maya — her favorite places, eats, treats, etc.
Here's the archive of posts by our former Director of Barketing™, Kayla. Visit Kayla's Korner
© 2020 DogTrekker.com | Advertise | Jobs | Terms of Use | Privacy Policy | Dog Passionate
Home | Our Mission | About Us | Destinations | Events | Dog Rescue | Vet Buzz | DogCation | Tell a Friend | Contact
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© 2020 DogTrekker.com


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Spanish company Lineas Taller, specialized in the production of master bedrooms and youth bedrooms, now has incorporated new pieces suitable for lounge or home office. All these items will be shown at next Salone Internazionale del Mobile in Milan, from 17-22 April, 2012.
Lineas Taller produces unique and detailed pieces, sensing the elegance of nature, where innovation, quality and design combined with traditional craftmanship of this experienced firm.
Lineas Taller de Muebles will have an space at the Salone Internazionale del Mobile located at Hall3, stand M29 N32.
Visit the Lineas Taller website
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The GoCoin API uses OAuth 2.0 for authentication. All requests to the API require an access token. There are two ways to obtain an access token:
1. Obtain an API Key from the GoCoin Dashboard (Easy)
2. Authorization Code Request (Advanced)
Both of these methods use the authorization_code OAuth grant type. Our Authorization Code Tokens are long-lived - they will not expire unless they are revoked manually from the dashboard.
*Note: A user can only have a single access_token at a time per application - obtaining a second access token will invalidate the first.*
To further understand the OAuth 2.0, please review the following:
* [Full OAuth 2.0 Spec](http://tools.ietf.org/html/rfc6749#section-4.1)
Scopes define the access privileges for an authorization & token. A full list of available scopes can be found [here](http://help.gocoin.com/kb/api-authorization/oauth-scopes).
Obtaining an API Key
An API Key is a 'pre-scoped access token.' A step by step walkthrough on obtaining an API key is available [here](http://help.gocoin.com/kb/api-authorization/api-keys-from-the-gocoin-dashboard)
It is an access token with the scope `user_read invoice_read_write`. If this access token were to be compromised, an attacker could only get user information and create invoices.
*Note: A user can only have a single API key at a time - obtaining a second API key will invalidate the first.*
This method is geared towards users who:
* are non-technical
* are using a plugin
* have a single web property or application
* have short development cycles and need to integrate quickly
Authorization_Code Request
This method is geared to more complex integrations with the GoCoin API. This functionality is only available through GoCoin's legacy dashboard <https://dashboard.gocoin.com/> for the time being.
This process should occur in the admin panel of the application.
3rd party apps should authorize their users with an `authorization_code` grant type. Tokens are long-lived (but can be revoked from the GoCoin dashboard).
Initially, the app should open this address in a browser (redirect_uri must match given app) - note that this request is routed to the GoCoin dashboard, not the api, located at <https://dashboard.gocoin.com>
You will, be asked to Authorize the application you created. Verify that the scope shown is the scope you requested, and click 'Allow'
*Note: If you click deny, you will be redirected to the page with an error message. More information is available in the [spec](http://tools.ietf.org/html/rfc6749#section-4.1)
After allowing the app to access your account, you will be redirected to the value set as the `redirect_uri`
**If you get an error for 'invalid redirect_uri' please check your request and make sure that what is being passed is an EXACT match to what was set during application set up.**
The state parameter should be checked to match the one that was in the initial url marked 'OPTIONAL' above.
If the state is valid, you should make a request for an access token using the 'code' in the querystring.
Example Request using authorization_code grant
POST /oauth/token HTTP/1.1
Host: https://api.gocoin.com
Content-Type: application/json
Cache-Control: no-cache
"grant_type" : "authorization_code",
"code" : "efsdSDASDlkfjoeiwjwekfmwemfwbvlbwi4d",
"client_id" : "676YDu5PS2hR8jbGhH2NSpsfGp7swUkWVWhRJnE5SwJKn2dePdE5rkNUwdve5qYw",
"client_secret" : "rSMPwVhf2DXvcYh55bEh2exxVThWFgsnMZcyNjMNN8ShcMzab9smcxVrGbvwU9Ex",
"redirect_uri" : "http://etc.com"
The request above will return an access token. It is a `bearer` token. Responses from both requests above will look like this:
"access_token": "68f77b685e710b023afc641c6b9e4f161f67d2eb4b40bd4147598d2efe442750",
"token_type": "bearer",
"scope": "user_read_write"


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MCT to use Triad facility
to allow the Madison County Transit District (MCT) to utilize Triad
Middle School's parking lot, while MCT repairs its Highland Park and Ride area.
By Ann Niccum
The Triad Community Unit School District No. 2 voted unanimously
to allow the Madison County Transit District (MCT) to utilize Triad
Middle School's parking lot, while MCT repairs its Highland Park and
Ride area.
At a board of education meeting recently, Bill Bohnenstiehl a
representative from MCT, asked the board to consider allowing MCT to
use the parking lot during a select time frame. He said the dates
were arranged for times when school would not be in session.
"IDOT (Illinois Department of Transportation) asked us to make
arrangements with a local agency. We would like to use the middle
school parking lot from May 31 through Aug. 22, unless we should need
a slight extension of time," Bohnenstiehl said.
Bohnenstiehl noted that MCT plans that about 110 cars would use
the lot. However, he added that because of the move, the park and
ride may lose some vehicles.
After reviewing the agreement, board member John Hodapp said he
wanted the agreement between the two organizations to be
strengthened. He highlighted one paragraph in the agreement which
should be changed.
"We don't want to assume any liability," Hodapp said.
Bohnenstiehl said he understood his concerns, and would look into
changing the wording.
"We can revise the paragraph," Bohnenstiehl responded.
In addition, Board President Tom Tritsch said he wanted the word
"district" placed throughout the agreement clarified, because both
organizations could be referred to as a district.
"Madison County Transit District, I understand intent, but any
further reference of Madison County Transit should not be district,"
Tritsch said.
Board member Rob Luttrell asked who would be responsible for
policing the area.
"We maintain park and rides. If there is a broken down vehicle,
you can call Madison County Transit. Our drivers will report back to
administrators that information. Madison County Transit tries to
maintain the lots as best as possible," Bohnenstiehl answered.
He also said that MCT will be open to work with the school
district on any arising issues.
"I can assure you we will work with you. If there is something
that upsets you, please call," Bohnenstiehl added.
Triad Middle School Principal Dale Sauer said he wanted to
accommodate the parking, but emphasized the importance of labeling
the parking spots and flow of traffic.
In addition, Hodapp added that MCT should be responsible for
repairing any damage or deterioration to the parking lot, because the
heavy use by buses can damage the lot and roads.
Board member Kathleen Leder said the work should be done
professionally, not patched.
"We will look at that," Bohnenstiehl said.
In the end, the board of education motion included the cooperative
agreement must be worked out with Triad Superintendent Michael
Johnson and Sauer to finalize the terms.