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Local Board Members
The Phoenix Business and Workforce Development Board (PBWDB) a local workforce development board, approved by the State of Arizona and charged with providing strategic guidance and direction for federal, state, and local workforce development funds and programs. The PBWDB oversees a network of public and private partners, to coordinate a cohesive strategy for talent development within the city.
Audrey Bohanan, Chair
Chief People Officer, Adelante Healthcare
Ms. Bohanan was privileged to join the Workforce Development Board in January of 2015. She is currently the Chief People Officer Adelante Healthcare a Federally Qualified Community Health Center with 9 Health Centers serving patients in Maricopa County. In this role she oversees all human resources functions for the organization. Her areas of responsibility include recruitment , benefits, compensation, employee relations, training and employee development. Mrs. Bohanan received her Bachelor of Arts from the University of Michigan in Ann Arbor, MI and a Masters of Human Resources from Keller Graduate School of Management in Phoenix, AZ. She is a results-oriented Human Resource professional with extensive experience in the Employee Benefits Health Care industry. Prior to joining Adelante Healthcare she held leadership roles at Go Daddy and CIGNA Healthcare. Ms. Bohanan served in a variety of Director level roles from National Accounts, Quality, Customer Advocacy and Employee Benefits. These roles have strengthened her commitment to the health and wellness, recruitment, retention development of the workforce in the community we serve.
Michael Hale, Vice-Chair
EVP & Chief Strategy Officer, Arizona Federal Credit Union
Michael Hale has been with the Arizona Federal Credit Union for 10 years. In his current capacity, as the Executive Vice President and Chief Strategy Officer, he is no stranger to strategizing the credit union advance as he previously served in various leadership capacities since 1975, including President and CEO of Andrews Federal Credit Union for over 12 years. Mr. Hale's hard work has been recognized numerous times in the industry as he has received many accolades and recognition in the community including a Bronze Star while serving in the U.S. Army. Mr. Hale has a degree in Business Management and serves on many community organizations and professional boards and commissions. He has been honored with a Scholarship in his name "The Michael Hale Scholarship- Leader, Mentor, & Friend" by the 100 Black Men of Phoenix and the Arizona Federal Credit Union. "It is an honor to be a member of the PBWD Board in service to the community that I live and work in. I aspire to add to the Valley's destiny of becoming a mecca for attracting, enhancing and retaining an increasingly productive workforce. This will in turn attract more new business to the Valley and increase the commitment of our current businesses. I'm confident that we can do this ethically, timely in a mutually beneficial way for our local constituencies (workforce, families business and government)." –Michael Hale
Daniel Barajas
Director, Industry Partnerships, Maricopa County Community Colleges
Daniel Barajas comes to the Maricopa County Community Colleges District from Arizona Western College in Yuma, Arizona where he was most recently the Dean of Career and Technical Education for his last seven years there - leading occupational academic programming, continuing education & workforce development, and academic support services. Daniel spent nearly fourteen years at AWC during which time he was also an Associate Dean for Community and Educational Partnership, marrying educational opportunity to business and workforce need. Daniel also spent nearly ten years in the Pima Community College system where he worked for the Center for Training and Development, along with other roles in the Student Services area. In total Daniel brings twenty four years of post-secondary experience to job, collaborating with secondary, university, business and industry partners - in addition to economic development and one-stop systems. Daniel's formal education consists of an undergraduate degree in Business Management and Master's degree in post-secondary Educational Administration. Daniel also brings State leadership experience through a diversity of roles, and has formerly served as the President of the Arizona Occupational Administrators Council (AOAC). Since joining the Maricopa County Community Colleges District as the District Director for Community Partnership and Workforce Development in April of 2016, he has enjoyed affiliation with regional education and business and industry partners, with a recent appointment as Board Member for the Phoenix Business and Workforce Development Board.
Nick Bielinski
Direct Placement Services Manager, TEKsystems
Nicholas Bielinski currently serves as the Direct Placement Service Manager and Veteran Lead for the West Region for TEKsystems. Prior to TEKsystems, he served in the United States Air Force as an Information Security Analyst within the National Security Agency. After the service he completed his Bachelor's Degree from Indiana University, which he also served as the President of the Student Veterans Association. As of 2019, was elected as the Chairmen of the Pre-9/11 Military Family Relief Fund and inducted into the 2019 Arizona Industry Fellowship Program. Now with TEKsystems he partners with companies in the Phoenix Market focused on Workforce Development in Technology Delivery, Services and Training. In addition, he focus' on Inclusion & Diversity for TEKsystems with various veteran programs like the Pat Tillman Foundation, Arizona Corporate Council on Veteran Careers, VetsInTech & TEKletics here in Arizona for TEKsystems.
Susan Cardillo
Corporate Director of Community Outreach, Ultrasound Institute Medical Group and West Coast Ultrasound Institute
Susan Ciardullo is Corporate Director of Community Outreach for the Ultrasound Institute Medical Group and West Coast Ultrasound Institute. Between the two organizations she represents three college campuses and three low cost community clinics in California and Arizona, offering degrees in medical imaging and nursing and medical imaging services to the community. She is proud to represent small business as a member of the City of Phoenix Business and Workforce Development Board. In addition to her work on the PWBDB Business Engagement committee, Susan represents the healthcare industry and the postsecondary education industry in several capacities. She is a Commissioner and Chair of the Arizona Commission for Postsecondary Education. She represents Veteran Supportive Campuses on the Advisory Board to the Director of the Arizona Department of Veterans Services. She participates in the Phoenix Health Care Sector Partnership. Finally she serves on the planning committee for the WIOA Training EXPO as President of the Arizona Private School Association's Board of Directors. Susan has a Masters in Business Administration from Marquette University.
Latasha Causey
Head of Recruiting, U-Haul
Latasha Causey is the Head of Recruiting for all U-Haul international locations in both the United States and Canada. Latasha leads a team of recruiters who focus on finding the right talent to work in multiple areas of the U-Haul organization; to include Information Technology, Call Center, Manufacturing and various roles within the Arizona Corporate Headquarters. Latasha has over 20 years' experience in Recruiting and Human Resources. Prior to joining U-Haul Latasha worked for 12 years at USAA's North Phoenix Campus. Holding various leadership roles, responsible for strengthening USAA's brand in the Phoenix market and leading corporate social responsibility. During her tenure she was also part of the HR Talent Acquisition team, supporting and leading recruitment efforts across all USAA locations. Latasha has also worked for Charles Schwab and Wells Fargo in various Human Resource leadership roles, having a vast knowledge of the HR and Recruiting fields. Latasha holds a bachelor's degree in communications from Arizona State University, Master of Arts Degree with a concentration in Organizational Management and Professional Human Resources certification (PHR). Latasha is married to her wonderful husband Sullivan; they have two beautiful boys, Sullivan III and Maysn. In her spare time, she enjoys spending time with her family and enjoying the Arizona sun. Latasha is very active in the Phoenix community, she serves on the Teach for America of Arizona, Florence Crittenton, Children's Museum of Phoenix and Charter 100 Board of Directors. She is also the co-chair of the Valley of the Sun United Way, Women United leadership group.
Steven Cramer
Vice President of Operations and Client Services, Newbridge Technology Solutions, LLC
Steven has been a leader in the contact center industry for over 25 years, leading both domestic and international sites increasing productivity and quality through streamlined processes, procedures, and technology. His ability to successfully lead and manage a customer-centric organization reflects his comprehensive understanding of the Contact Center industry including Workforce Management, Billing Services, Client Retentions, Account Management, IT Support Services and Global Site Management. Through his organizations and industry leadership, he advocates for the advanced development of the contact center industry through effective training and education within local communities. These efforts reflect in his leadership in national, state, and local organizations. Steven's leadership positions include: Sr. VP Global Operations: Newbridge Technology Solutions President: North American Customer Service Management Assn. (NACSMA) Board Member: International Customer Service Association (ICSA) Board Member: Phoenix Business and Workforce Development Board Advisory Board Member: Gateway Community College Co-Chair: City of Phoenix Advanced Business Service Committee (ABS) Mentor, Business Professional: W.P. Carey School of Business Advisory Board Member: Maricopa Community College Committee Member: Arizona Association for Economic Development (AAED)
Jan Davis
Assistant Program Manager, AZ Dept. of Economic Security Dept. of Employment and Rehabilitation
Jan Davis is the Title IV, Vocational Rehabilitation, Core Partner Board Member. Jan has a Bachelor's Degree in Sociology, concentration in deviance and statistical inference, from Drake University in Des Moines, Iowa, and also completed her Master's in Education, Vocational Rehabilitation Counseling with a focus on employment, business and industry, at the same institution. Jan has almost 10 years in employment and training programs in Rhode Island and Michigan, and then focused her employment on employment and training for special needs populations after completing her Master's Degree. She has been a Vocational Rehabilitation Counselor in Missouri, Iowa and Arizona, and moved into supervision in Iowa for almost 20 years, before relocating to Arizona where she is currently Region 1 Program Manager for Arizona Rehabilitation Services. Jan served as a charter member to the Regional Workforce Board in Iowa, and is honored to now serve the City of Phoenix Workforce Development Board.
Nick DePorter
Sr. U.S. Public Policy and Government Affairs Manager, LinkedIn
Nick DePorter's professional experience includes government affairs, higher education leadership and community development. Nick is the Sr. U.S. Public Policy and Government Affairs Manager at LinkedIn. He is responsible for partnering with policymakers and community stakeholders to create economic opportunity for every member of the workforce. Nick served as an elected Councilmember for the Town of Fountain Hills, AZ from 2014-2018. He currently serves on the Arizona State University - Career and Professional Development Services Advisory Board and as Chair of the City of Phoenix Business and Workforce Development Board. Nick holds a BA in Political Science and a Master of Public Administration (MPA) from Arizona State University.
Ali Gamero-Hernandez
Phoenix Area Manager, AZ Dept. of Economic Security Dept. of Employment and Rehabilitation
Ali Gamero-Hernandez serves as Program Manager with the Department of Economic Security, Reemployment Assistance Administration. Ali has oversight of the Title III Employment Service program supporting a variety of employment related activities including Veteran services and reemployment services to unemployment insurance claimants. In addition to serving the workforce and business community, she stays busy enjoying time with her husband and two children. Ali earned a Bachelor of Science degree in Sociology from Grand Canyon University.
Kaaren-Lyn Graves
Senior Business Consultant, Phoenix MBDA Business Center
Kaaren-Lyn Graves, is a Senior Business Consultant with the Phoenix MBDA Business Center, and also serves as a technical/proposal writer for the Arizona Hispanic Chamber of Commerce. Kaaren has proudly served the public and private sectors for twenty five (25) years. During this time, she held leadership positions which leveraged her technical and business writing expertise, project management skills, and overall operations management. Kaaren has numerous achievements and career highlights. While working for the Phoenix MBDA Business Center, she was a contributor to the office being named one of the top performing offices in the United States out of 44 centers nationwide. She has also been able to work on a multi-billion-dollar infrastructure and expansion project in California which will impact multiple communities. While working for the State of Arizona (Arizona Health Care Cost Containment System (AHCCCS)), she developed financial forecasting documents resulting in awarded grants, general funds, and monetary awards ranging from $935 thousand dollars to $4 million dollars. She has also created numerous documents consisting of resumes, capability statements, business plans, and marketing documents for her clients worldwide. Kaaren has earned degrees in research and development ("R&D") and communications with an emphasis in technical writing. She was also certified in biomedical research investigators, Native American research, and social & behavioral research investigations.
Travis Hardin
Communications Consultant, Wells Fargo
Travis Hardin is a native of Columbia, TN., and a Communications Consultant /Assistant Vice President at Wells Fargo Bank & Co. With more than 15 years of leadership experience, learning and sales development Travis continues to implement and execute initiatives which meet the needs of the community. Travis believes he is best served by not sitting back and counting his blessings but by sharing them. Travis lives in Laveen with his wife Sharkea and their daughter Nia. He received a BA from Aquinas College. Travis was elected to the Board in 2013.
Delbert Hawk
the President of the International Brotherhood of Electrical Workers Local Union 640
Delbert Hawk currently serves as the President of the International Brotherhood of Electrical Workers Local Union 640 in addition to being Chairman and Labor Trustee at the Phoenix Electrical Joint Apprenticeship and Training Committee. Delbert began his career as a Union electrician when he joined the Phoenix Electrical Apprenticeship program through I.B.E.W. Local 640. He graduated from the five-year apprenticeship program in 2004 to become a Journeyman Wireman. Soon after, he started working in the field and was quickly appointed as a Foreman, working for multiple contractors on high profile jobs here in Arizona, such as, Intel and APS. In addition, he also spent two years teaching first and third year students enrolled in the I.B.E.W. Apprenticeship program. In 2013, he was brought into the Local Union 640 Business Office as a Business Development Representative, and shortly thereafter, elected as the Local Union President in 2014. Delbert was appointed as the State Political Coordinator for the I.B.E.W. 7th District in 2015, increasing his involvement in political events and activities. Other appointments include serving as a Trustee for the Local 640 Health and Welfare Fund and Pension Fund, plus several other State and Municipal affiliations such as: Arizona Town Hall, Alliance for Construction, Greater Phoenix Chamber of Commerce and Arizona Technology Council, just to name a few. Delbert stays very active in the community and business sector, promoting the I.B.E.W. Apprenticeship program and educating non-signatory contractors and workers about the benefits of becoming a member of the I.B.E.W.
Michelle Jameson
U.S. Vets - Phoenix - Director
Michelle is the Executive Director for U.S.VETS-Phoenix, a national leader in providing housing, employment and other critical services to veterans, in this position, she oversees the agency's fiscal and program operations. As a daughter of a Vietnam Veteran, Michelle understands the need and importance to provide a variety of supportive programs for veterans to ensure a successful and supportive integration into civilian life. Michelle has extensive experience in executive-level management, non-profits and education. She has served on a numerous boards working in support of homelessness, education, advocacy and employment. Michelle holds a Master's Degree in Education and a Master's Degree in Educational Leadership, and obtains an Arizona Principal Certification. In her career she has worked as an Education Division Social Services Manager, a School Administrator where she was responsible for development, design and oversight of multiple school programs. Her other positions held include being a Biology & Physical Science Teacher, an Adult Basic Education Instructor and a Training Facilitator for the Family Literacy Network. Michelle currently is a Board Member on the Phoenix Business and Workforce Development Board and is an active member of the following committees: Maricopa Continuum of Care Committee, Arizona Coalition to End Homelessness Legislative Advocacy and the Unified Arizona Veterans.
Jesus Love
Executive Director, Literacy Volunteers of Maricopa
Jesús Love is the Executive Director of Literacy Volunteers of Maricopa County, a community based 501(c) 3 nonprofit organization that provides free educational services to adults who desire to learn to read, obtain the High School Equivalency (HSE) diploma, or communicate in English. Upon graduating from Georgetown University, Jesús returned to Mexico where he worked for two large commercial banks, supervising emerging markets and managing international operations. At the advent of the .com boom, Jesús moved to Tucson where he co-founded an e-investment firm servicing foreign national clientele desiring to trade in the U.S. financial markets. He left this successful venture and moved to Phoenix and joined US Bank helping with the expansion from four to sixty-seven branches during his thirteen-year tenure. He lives in Phoenix with his wife Andrea and their teenagers Isabel and Ian. Jesús has always held a deep sense of community and has been involved in educational and philanthropic organizations which currently include Ss. Simon & Jude Cathedral, Phoenix Conservatory of Music, St. Mary's High School, the Phoenix Business and Workforce Development Board, and the Georgetown University Alumni Admissions.
Jenna Kohl
Executive Director, DC Ranch Community Council
Jenna Kohl, Executive Director, DC Ranch Community Council Jenna Kohl has served as the Executive Director for DC Ranch Community Council since February 2018; prior to that, she was the Community Executive Officer for the Anthem Community Council. She also served as an Assistant Village Manager in Illinois, focusing on operations, economic development, and communications. In her current role, she engages with residents and local businesses to enhance a sense of community and high quality of life, through public advocacy and collaboration with municipal and state partners. Ms. Kohl oversees development of the commercial and corporate centers, community amenities (including two community centers, parks, and over 35 miles of paths and trails), events and programming, communications and marketing, and charitable activities. She was instrumental in forming the Anthem Youth Advisory Council and has served as a mentor for over fifteen years. Ms. Kohl has served on boards and advisory councils for educational institutions and as a volunteer for the City of Scottsdale, and is a graduate of the FBI Citizen's Academy and the Scottsdale Water Citizen Academy. She strongly believes that workforce development is critical to sustaining the Phoenix area as a highly desirable place for businesses to invest. She is particularly devoted to supporting development of our future workforce – students and youth, and is excited to be part of the impactful work of the PBWD Board. Ms. Kohl has a masters in public administration from Northern Illinois University, and is a credentialed manager through the International City/County Management Association.
Janice Mrkonjic
Director of Corporate Partnerships with Maricopa Corporate College
Janice Mrkonjic is a Director of Corporate Partnerships with Maricopa Corporate College (MCOR) which was established by the Maricopa County Community College District (MCCCD) to deliver high-impact training and development solutions for business, industry associations, and government. She is passionate about elevating workforce and economic development initiatives through education and professional development programs synchronized with recruiting, retaining, and retraining strategies led by HR professionals for business success. Drawing on leadership roles from her diverse career background with business, academia, and nonprofits, she helps others succeed as they embrace challenges, develop their strengths, and build resilience to achieve their potential. Her credentials include a M.Ed. in adult education and eLearning coupled with a Project Management Professional (PMP) certification. Janice is honored to represent Higher Education on the City of Phoenix Business and Workforce Development (PBWD) Board and will continue to serve on the Business Engagement Committee. She also serves on the SHRM Greater Phoenix Chapter Board as Chair of Community Partnership Committee.
Brandon Ramsey
Business Sales Specialist, Microsoft Store
Brandon Ramsey graduated from Kent State University in Kent, OH with a bachelor's degree in Sports Management. Immediately after college he moved to Memphis, TN where he worked for the Memphis Redbirds, AAA affiliate to the St. Louis Cardinals, even though he is a Cincinnati Reds fan. Then with one message on AOL Instant Messenger, he made the move to Phoenix, AZ only knowing one person. Having a hard time finding a job, he walked into the YMCA to present them with his resume that included extensive experience in sports programing. This lead to being hired in their sports department. While at the YMCA he met the associate director for Mosaic, national non-profit supporting people with intellectual and developmental disabilities, later became their Community Relations Manager. This experience changed his perspective and approach to connecting with people and community. After four years, Brandon transitioned to MidFirst Bank to manage their community programs and sponsorship activation before stepping into his current position at Microsoft as the Business Sales Specialist. He sits on the Microsoft Market Activation Initiative cabinet (formally CityNext) along with working throughout different Microsoft organizations including: Education, State and Local Government, Enterprise, SMB, and Data Center. During his career, he has sat on several non-profits boards, most recently, Homeless Youth Connection, and he is currently the president of the Kent State alumni chapter of Arizona. "I am truly humbled by the opportunity to sit on the City of Phoenix Business and Workforce Development Board. My diverse career provided incredible experiences, allowed me to meet some amazing people, and to continue to impact the communities I live and work. Now my focus is to build on the amazing work this board has already accomplished."
Melissa Trujillo
Co-founder and President/CEO, Be A Leader Foundation
Melissa Trujillo is Co-founder and President/CEO of the Be A Leader Foundation which she and her husband created in 2002. The Foundation is a platform for young aspiring students and serves as an incubator to develop academic and leadership skills required of elementary and high school students to become college bound, focused and prepared. Melissa has been a steward of education throughout her life and started focusing on helping underprivileged youth with her husband in 1991. As a couple, they committed themselves to helping provide much needed technology in the Roosevelt School District and ultimately created the Roosevelt Community Technology Center to provide free access to computers for all members of the Roosevelt Community. Melissa and her husband, Gary, focus primarily on creating and building the Be A Leader Foundation to support aspiring youth to obtain a college education. Be A Leader is focused on providing college-going programs for over 8,000 students in high need school districts within the Phoenix community. She is an avid supporter of promoting the need to obtain a college education and to provide the mentorship and guidance needed to those who, like herself, must achieve it on their own. Melissa received her Bachelor of Science degree in Finance, Magna Cum Laude, from the W. P. Carey School of Business at Arizona State University. She and her husband, Gary, reside in Central Phoenix and have two children, Alexander and Sophia.
Dean Van Kirk
Training Director and Apprenticeship Coordinator, Plumbers and Pipefitters Local 469
Dean has been a member of Plumbers and Pipefitters Local 469 for over 30 years is currently serving as the Training Director and Apprenticeship Coordinator. In this role he oversees the five-year apprenticeship program for 500 apprentices and upgrade training for more than 3000 journeyman members at Local 469's state of the art Training Center, located near 29th Avenue and Thomas Rd. in Phoenix. Dean has a long history of mentoring and training young adults and believes that the apprenticeship program should not only train people for the workplace, but also provide them with life skills in areas such as time management, personal finance, and leadership. When Dean's not at the Training Center, he is usually spending time with his wife Lisa, their 9 children, and 7 grandchildren.
Bethany Woodard
HR Consultant/Founder
Bethany Woodard has worked informally in partnership with the City of Phoenix in previous years and was honored to join the Workforce Development Board in late 2017. She is currently the Founder of The MADDOX Group, an independent consulting firm focused on HR, culture and corporate social responsibility as well as a full time Community Engagement Leader for Thrivent Financial. In both of these roles, she has the ability to bridge together community partners, nonprofit organizations and members of the public to align their personal and corporate visions to their social missions in order to create more thoughtful and intentional impact. She graduated with a Bachelor of Arts Degree from Arizona State University and has pursued graduate studies and professional development from The University of Phoenix and Stanford Center for Professional Development in the areas of Organizational Development, Innovation, Emotional Intelligence and Compassion Research. As a partner of the Global Charter for Compassion, founded by Karen Armstrong and awarded by TED, Bethany is a part of a global mission to create more awareness and education to the public on compassionate action in the community for the advancement of society. She has worked to develop relationships with several private corporations and public foundations to collaborate and advise on sustainable solutions to ending poverty and increasing workforce and educational opportunities to Arizona's most vulnerable populations.


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Maxima (マキシマ, Makishima) is a character best known for debuting as a member of the Hero Team in The King of Fighters '99; he was inspired by an older SNK character in Robo Army. His official nickname is Steel Human Weapon (鋼のヒューマンウェポン, Hagane no Hyūman Wepon).[1][2]
He was added to the cast with the desire to add a "somber and reliable middle-aged character" to counteract the introduction of multiple teenage characters - though his character bio indicates he is still in his late twenties.[3]
The origins of both K' and Maxima can be found in the Psikyo arcade game The Fallen Angels (堕落天使, Daraku Tenshi in Japan). This obscure 1998 release stars an emaciated goth in tight leather pants named Cool, along with a brawny, cybernetically enhanced US Marine named Harry Ness. The man responsible for the design of both characters, Shinichi Morioka, migrated to SNK shortly after The Fallen Angels was released, and elements of Cool and Harry Ness' design were used in the creation of K′ and Maxima. The end result is that Maxima looks nearly identical to Harry. His namesake was taken from an AI program in the light novel Blue Knight Berserga Monogatari (青の騎士ベルゼルガ物語), which is set in the same universe as the anime series Armored Trooper Votoms.
Maxima was a Canadian soldier who led a normal life until he found out that his comrade-in-arms Rocky was killed in an incident involving NESTS. To avenge Rocky, he decided to sacrifice his previous life; he had his face and name changed and his "ordinary" life destroyed. To infiltrate the cartel without being recognized, he had his body cybernetically modified by Dr. Makishima, hence his codename of Maxima. As a cyborg, his strength and reaction time increased to superhuman level with built-in weapons (an originally-blocked hand cannon and a powerful cannon-like weapon installed in his chest) and the ability to conduct instant data analysis. He also has some degree of cyberpathy (he is able to perform feats such as connection to the satellite via cybernetic part of his mind according to Maxima's personal story in KOF: Maximum Impact 2 and K' Team's story in The King of Fighters 2003).[4] These systems are powered by a miniaturized nuclear reactor called the "Maxima Heart", although it's unclear whether his real heart remains as part of those 20% of his body which is still organic or if it was replaced with its artificial analogue.
NESTS Saga
He infiltrates NESTS and is assigned to be the partner to K'. They both defect from the cartel after K' encounters his clone, Krizalid, and grows sickened by the organization. Since then, he has become K's steadfast companion and he is often the one who enters both of them into the following tournaments. Throughout the saga he aids K' in his battle against Krizalid, Clone Zero and Igniz. With NESTS downfall Maxima successfully avenged his fallen comrade and visits his grave after the tournaments conclusion.
Ash Saga
His satellite network and its ability to hack into banks helps support his and K' during their lives on the run. However, as of late, he notes that it is harder to cover up their tracks and they only have enough money to last a month or two. Like K', he is genuinely surprised to see their names in the KOF XIII lineup. Relenting to Kula Diamond's selfish act seeing as they have nothing better to do, Maxima is also interested in witnessing the consequences of their actions from the last tournament.[5] In their ending, the team spend their vacation on a cruise ship; Maxima told K' to enjoy the fun, but the latter didn't seem interested, while Kula seems to have more fun, making a giant splash around the pool, washing other people ashore. Maxima orders a big ice cream treat in a giant glass cup with many cones around, despite his eatery for sweets, and manages to finish it off. After that, agents appear out nowhere in the cruise, and the 3 prepare to fight the agents with the power of NESTS.
XIV Arc
After the events of the previous tournament, the majority of their wanted posters had now been taken down in exchange for their strategic aid to Heidern and his forces. While this ended their status as suspected terrorist fugitives, it did not put an end to the shadowy organizations pursuing them. After K' and Maxima dealt with the pursuers, Kula contacts the duo, passing on a message related to former members of NESTS participating in the upcoming KOF tournament.[6]
In their ending, they were ordered to attend Heiderns meeting to pass on information related to Verse. Once K', Maxima and Kula board the helicopter Maxima informs his partner that several bodies have emerged from the fragments of Verse and that some of those bodies have records from previous competitions while some have no records at all.
Maxima is very serious about duty and business. He is a very honorable man who suffered greatly when Rocky died. He sees K' as a new Rocky and calls him "Aibou" (相棒, partner). He usually has to apologize for his partner's rudeness with a humble attitude. His mellow nature seems to belie his age, as several characters mistake him for being a few years older than he really is.
All of his powers are given by technology.
- Superhuman Strength - Maxima is able to throw someone as heavy as Chang Koehan with ease.
- Superhuman Reaction - Maxima's brain reacts twice as fast as a normal human being.
- Superhuman Endurance - Maxima's cyborg body is capable of enduring several gun blasts, as seen in his team's KOF '99 ending.
- Cyberpathy/Technopathy - Maxima can communicate with machines.
- Hack System - Maxima can hack into remote systems with his brain.
- Hack Satellite - Maxima can hack into satellites through an antenna.
- Internal Clock - Maxima has a real internal clock, which always gives him the right time and can work as a chronometer.
- Global Positioning System - Maxima has an internal GPS that shows him exactly where he is.
- Infrared Vision - Maxima can switch out his normal sight with an infrared vision that enables him to have a much sharper and clearer view of his own surroundings.
- Analyze Enemy - Maxima can completely analyze his enemy in order to learn and know of both their strengths and weaknesses.
Fighting Style
The Type-M fighting style probably created for (or by) Maxima focuses on striking, grappling and the use of Maxima's weapons. Most of his attacks have autoguard, making Maxima capable of blocking when attacking. His style employs a combination of striking combinations and grappling. Some of his moves seem to be inspired by pro wrestling, with him being able to do a dropkick, a mongolian chop, a bear hug/suplex combination and a sommersault senton.
Maxima also has an array of built-in weapons, which he uses to increase his fighting ability. His main weapon is the M-4 Vapor Cannon, a steam-powered impact cannon which is designed to deliver powerful punches that can send an unprepared opponent flying. The Vapor Cannon may also negate projectiles thrown at Maxima. A variation of the cannon is the M19 Blitz Cannon, which Maxima uses as an anti-air move. He jumps (with or without his jets) towards an airborne opponent, places his right arm on the enemy and activates his arm cannon, which sends the opponent flying to the ground. Maxima also has a pair of built-in jets on his feet, which he can use to quickly move forward in a line, or to jump.
Maxima uses his feet propulsors and his body weight to great impact to create the Bunker Buster move. He propels himself upward and falls on his enemy, which creates a severe shockwave, capable of sending nearby, unprepared opponents flying skyward. His Maxima Revenger move, consists of him grabbing his opponent, hitting him with a knee and throwing him into the air. When he falls, Maxima concentrates all his strength in his head, and headbutts him once or repeatedly.
One of Maxima's strongest weapons is the MX-II Final Cannon. The MX-II is a powerful energy gun originally capable of firing a big projectile of raw energy. Maxima has modified the cannon to create the MX-IIb version, that instead fires a potent laser beam. Maxima also has a built-in energy cannon on his chest, which is directly powered by the small-sized nuclear reactor inside him. This chest cannon is probably Maxima's greatest weapon and strongest attack. With it, Maxima was, in the past, able to fire a short ranged, but powerful beam of pure energy. Now, Maxima's chest cannon has increased in power tremendously. He is now able to use it to fire a gigantic blue energy beam, capable of leveling buildings and his opponents alike.
- KD-0079 - The King of Fighters '99, 2002
- KD-0084 - The King of Fighters 2000
- Big Pain - The King of Fighters 2001
- KD - The King of Fighters 2003
- KDD-0075 - The King of Fighters XI, XIII (when the music is set to "Type B", console version only)
- KDD-0063 - The King of Fighters XIII
- KD-SR - The King of Fighters XIV
- KD-0079+ - The King of Fighters 2002: Unlimited Match
- Maxima 3 Options - The King of Fighters 2
Voice Actors
- Katsuyuki Konishi - The King of Fighters '99~Present
- Mike Jarmus - The King of Fighters Maximum Impact series, The King of Fighters: Another Day (English voice)
Game Appearances
- The King of Fighters '99
- The King of Fighters 2000
- The King of Fighters 2001
- The King of Fighters EX: Neo Blood - Hidden Striker
- The King of Fighters 2002
- The King of Fighters Neowave
- KOF: Maximum Impact
- The King of Fighters 2003
- KOF: Maximum Impact 2
- The King of Fighters XI
- KOF Maximum Impact Regulation A
- The King of Fighters 2
- Maximum Impact - versus character
- The King of Fighters XIII
- The King of Fighters 2002 Unlimited Match
- The King of Fighters XIV
Mobile Appearances
- Days of Memories (first and fourth title) - unplayable
- SNK Gals Island Senkan Battle Gekichinshichaouzo!
- The King of Fighters '98 Ultimate Match Online
- Kimi wa Hero
- The King of Fighters: World - NPC
- The King of Fighters All Star
- The King of Fighters M: Fighting Stars Assembly
- The King of Fighters for Girls
Cameo Appearances
- The King of Fighters '94: Rebout - background cameo in the USA Sports Team stage
- Neo Geo Battle Coliseum - in K's ending
- Nariyuki Quest
- SNK Heroines: Tag Team Frenzy - in Kula's ending
Anime Appearances
See also
- Maxima sometimes smokes, a habit that he has a passing interest in and does sparingly. It's been insinuated that K' shared a few drags with him in the past, as he smokes in Days of Memories and the pachislot game.
- Maxima is featured in a Japanese fad which has him doing his Mongolian Chop move continuously, usually in sync with the music. Known under the nickname "Mongolian" by Niconico users, he has a small following under this pseudonym in the Japanese M.U.G.E.N fandom.
- The Maxima Revenger is a reference to Kinnikuman Super Phoenix's Muscle Revenger technique in the manga series Kinnikuman, as both moves involve repeatedly headbutting the opponent into the air.
- Maxima and K' are the champions of all The King of Fighters tournaments hosted in NESTS Saga. This is confirmed in the Light Novels.
- ↑ Official character profile from KOF Maximum Impact Regulation "A"
- ↑ http://game.snk-corp.co.jp/official/kof-xiii/arcade/character/
- ↑ Official character profile from KOF anniversary website.
- ↑ The King of Fighters 2003: K' Team Story from KOF anniversary website.
- ↑ The King of Fighters XIII: K' Archived from Atlus.com
- ↑ K' Team Prologue from THE KING OF FIGHTERS XIV website.
|This page uses Creative Commons Licensed content from Wikipedia (view authors).

subset: commoncrawl


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Thread: Looking for Black tuscan kale
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Looking for Black tuscan kale
Hi I am looking for some Black tuscan kale seeds. I have never grown these before as we are not kale lovers so I dont want to buy a whole packet. However Monty was going on about this recently so I would like to give it a go, only need about 4 seeds??? I can send a SAE or I have some SS lemon Crystal cue seeds if anyone interested
ThanksUpdated my blog on 13 January
- 03-09-2011, 12:44 PM #2Early Fruiter
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Hi Stella, I've got a few seed's I can let you have. No need for a s.a.e., pm me your address and I'll get them in the post for you.
- 26-09-2011, 12:27 PM #3Rooter
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I could too - as far as I can tell it's Cavolo Nero but possibly a few very slightly different kinds - Ginger, do you know if this is right?


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history behind valentine's day in urdu
Yahoo!-ABC News Network | © 2017 ABC News Internet Ventures all views expressed in its publications and on its website. All rights reserved find out more about valentine s day, including the story of its origin, symbols, and traditions. The History Behind the Donald Trump Small Hands Insult get all the facts on history. By EMILY SHAPIRO History is written by the winners com. History is written by the winners history of hybrid vehicles - 1665 – 1825 between 1665 and 1680, flemish jesuit priest and astronomer ferdinand verbiest created plans for a miniature. History is written by the winners see also stephen nissenbaum, the battle for christmas: a cultural history of america's most cherished holiday, new york: vintage books, 1997, p. Tech Insider 4. Follow Business Insider: History of Daylight Saving Time DST [4]. Daylight Saving Time (DST) is used to save energy and make better use of daylight our story our history. It was first used in 1908 in Thunder Bay since the first walmart store opened in 1962 in rogers, arkansas, we ve been dedicated to making a difference in the lives of our customers. History Edit learn about the history of art, from its basic visual elements to famous artist biographies to the most important movements and periods, and more. Though it is unknown when the first lightsaber was created, it is known they were in use thousands of years before the age of the Republic, in the Great the meaning and history of surnames, also called last names or family names, as well as famous bearers and usage statistics. Eastern State Penitentiary was once the most famous and expensive prison in the world, but stands today in ruin, a haunting world of crumbling cellblocks and empty history of music pre-renaissance music: the evolution of instruments and theory prehistoric music. Welcome to the new HistoryOnTheNet! We hope you enjoy browsing our exciting stories and articles on all your favorite historical topics, including the Mayans, Mongols The meaning and history of first names, also called given names, as well as popularity statistics and famous bearers the earliest forms of music were probably drum-based, percussion. New York--Choker necklaces have been falling in out and fashion for thousands of years, literally these speeches lifted hearts in dark times, gave hope in despair, refined the characters of men, inspired brave feats, gave courage to the weary, honored the dead. Long before they encircled the necks of goth girls in the 1990s or memorial day, originally called decoration day, is a day of remembrance for those who have died in service of the united states of america. Growth of a Nation is a ten minute animated movie of American history from 1789 over two dozen cities and. The Ancient and Mysterious History there s so much to see and do at the american museum of natural history unraveling the story behind the stereotype of video games being for boys. The Story Behind "Goodnight Moon dream catchers are one of the most fascinating traditions of native americans. describes the history of tattoos and their cultural significance to people around the the traditional dream catcher was intended to protect the sleeping individual from. Facemash find out more about the history of history of halloween, including videos, interesting articles, pictures, historical features and more. Facemash, Facebook's predecessor, opened on October 23, 2003 get all the facts on history. Initially, the website was invented by a Harvard student, Mark Zuckerberg, and three of his com nba. Asia Society takes no institutional position on policy issues and has no affiliation with any government com history | news, features, video, stats and records on the history of the nba All views expressed in its publications and on its website


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Don't miss a trade fair that Franke Commercial is participating in.
April 24 - 25, 2019
Place Bonaventure
800 De La Gauchetière St. W. #240,
Montreal, QC H5A 1K6
Booth 520
(Click image for show details)
Over 300 m2 floorspace, the exhibition in Aarburg has a display of the entire product range of the Franke Group. A visit has many benefits: You can actually touch the products to get a feel for their high quality finish, check how they work or see how well all the individual components from Franke fit together.
We look forward to your visit.
Franke Aquarotter as the German location of Franke Water Systems is the competence centre for modern fittings and systems technology. In the representative training centres in Ludwigsfelde near Berlin, planner, architects, operators, sanitary specialists or trainees have the opportunity to directly experience sanitation products for the commercial sector in application.
Product Explorer


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Diagnostic and Interventional Cardiology's Dave Fornell reports that artificial intelligence (AI) is the biggest news out of the Radiological Society of North America (RSNA) 2017 annual meeting, with the partnership between Change Healthcare and Zebra Medical Vision topping the AI reports.
What's Next?
Change Healthcare Buys National Decision Support Company
Change Healthcare has acquired National Decision Support Company, reports Fred Bazzoli of HealthData Management. NDSC's products help providers deliver medical guidelines to the point of care through EHR systems.
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SVRA: Mid-Ohio Rewind
The skies were clear and the SVRA racing stars shined brightly at the Mid-Ohio Vintage Grand Prix this past weekend. Veterans from professional racing and the automotive world joined perennial front-runners of vintage racing and all delivered. Among the pros were 1982 Le Mans 24 GTO class winner Doc Bundy, Indianapolis 500 veteran Dennis Firestone and Bob Leitzinger, the 1989 IMSA GTU champion. TV personality and "Car Coach" Lauren Fix was also in the thick of the competition. She and her husband, Trans Am star Paul Fix, shared their 2000 Jaguar XKR he drove to the 2013 SVRA Group 11 national championship at COTA. Together they finished fifth in the Sunday 90-minute historic GT-GTP enduro.
Among the top vintage racers were Cobra driver Andre Ahrle, last weekend's "Indy Legends" Pro-Am winner with co-driver Robby Unser, and Peter Klutt, who won the same race two years ago with Al Unser Jr. Klutt is also the host of the Velocity channel TV show "Legendary Motor Car." He and his 1969 Corvette bested Curt Vogt in his 1970 Mustang Boss 302 in Saturday's Group 6 feature. Unfortunately, he lost a clutch in the process and was on the transporter headed home by Sunday morning.
Klutt's departure opened the door for Ahrle, whose Cobra is prepared by the TV host's Legendary Motor Car garage, in Sunday's Group 6 sprint race. Again it was Vogt who provided the stiffest competition, and again he ended up second best, less than a second behind Ahrle in some pretty outstanding and clean racing. Vogt is also an "Indy Legends" Pro-Am veteran, finishing third at the Indianapolis Motor Speedway with Max Papis in 2015.
Vogt did have his way with Friday's Shelby American contest, the feature race of that day. He led start-to-finish with fellow Mustang driver Scott Hackenson and Ahrle trailing.
Mustangs and Cobras were throughout the grounds as the Shelby American Automobile Convention (SAAC) held their annual gathering on Friday and Saturday. In addition to the Friday feature race, Mustangs and Cobras claimed the Mid-Ohio road course during the noon hour with Mustang Hall of Famer Steve Saleen leading some hot laps.
Doc Bundy was the clear Group 5 favorite headed into the weekend and appeared to have everything under control when he qualified his bright blue Regogo Racing Lotus 23B on the pole with a three-second advantage. That dominance disappeared in Saturday's race as Graham Adelman in his Apex Vintage-prepared 1962 Lotus 23B refused to let Bundy shake him off. The two gapped the rest of the field while locked in a fierce nose-to-tail battle with the Le Mans veteran leading almost the entire distance until Adelman nipped him at the flag in a dramatic upset.
Bundy and Adelman were back for more of the same intensity on Sunday. Again they pulled away from the other racers and again they ran virtually on top of each other. Bundy held on this time, leading start to finish.
Joey Selmants, another top vintage racer – and at 23, one of the youngest – was the man to beat among a stout field of 24 Sports 2000 racers in Group 7. The recent Ohio State University graduate inevitably sets the pace when he goes racing with the Sports 2000 enthusiasts, and this weekend was no exception. He won the Sports 2000 races on both Saturday and Sunday.
Bruce Hamilton, one of the top SVRA open wheel racers, was at his winning ways again, leading start to finish in Saturday's Group 2 contest in his 1970 Brabham BT-36. Another dominant force was Mark Sandridge, who swept all three International GT series contests of the weekend as the overall winner in his 2015 Porsche GT3. Two were sprint races and the third an 80-minute enduro where Sandridge split driving duties with Joe Varde.
Among the other former professional racers, Bob Leitzinger and Dennis Firestone gave a good accounting of their racing skills. Firestone, who won the 1979 USAC Mini-Indy Series championship, drove his 1977 Crossle Formula Ford to a podium perch with a third place in Sunday morning's vintage/classic 60-minute enduro. Meanwhile, Leitzinger brought his 1965 Lotus Elan 26R home second on Saturday and was again the runner-up on Sunday in the Group 8 races.
To see a look at some of the weekend's best action, followed by the overall podium finishers for each run group through the weekend, click HERE.
See the original article featured in Racer Magazine.
Article & Photos by: Mark Dill
Published: June 27, 2016Follow Us:


text:
Summer sky without a cloud,
beheld through plum tree limbs set rocking
by my creaking hammock ride,
and on the brokenhearted lawn,
the barking dogs collide.
Collide collide collide collide,
and then come bounding to my side.
They bring an apple from the tree,
they squash a plum against my knee.
They don't write poems,
they don't make rhymes,
they don't plant 'tators,
they don't plot crimes.
Dogs are perfection,
dogs are grace,
much less wordy
than the human race.


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With digital payments witnessing exponential growth, the payment landscape has shown some significant shifts over the past few years. The digital payment industry in India is expected to reach $ 500 billion by 2020, adding 15 percent to the country's GDP, according to a recent report by Google and Boston Consulting Group. With over 1 billion mobile subscriptions, India currently ranks second in the world. About 240 million are smartphones users, and this base is projected to increase to over 520 million by 2020, which has attracted many players in the digital space to tap this growth trend. WhatsApp's has been at the forefront of drawing this growth trend. For that, the Facebook-led company is vying government approval in India. The company executives are running from pillar to post in the government corridors seeking regulatory approvals.
In addition to the country's organic growth, many factors make the digital payment space attractive for big players, primarily government initiative of linking Aadhar and Jan Dhan Yojana which was a catalyst in catapulting the digital payment space. In addition to these factors, Jio launched its 4G services which added more than 300 million into the digital revolution.
Payment Security Companies: One,Inc., Cybera, comforte AG.
The Indian union government 'black sheep'- demonetization forced people to make a digital switch accelerated digital India mission. All these culminated in the emergence of Paytm, PayU, Google TEZ, and banking institutions launching their payment gateways.
WhatsApp has accelerated its operations in India. In addition to that, the letter mentions that WhatsApp's partner banks have also submitted a request for formal approval. The platform works closely with the Indian government, National Payments Corporation (NPCI), and several banks, including payment service providers. Also, WhatsApp faced retaliation from the homegrown rival. In addition to that, the recent RBI circular that emphasizes data localization has caused unhappiness with WhatsApp executives. They have demanded that the government encourages a level playing field.
Despite the fallback, the company is determined and confident from the responses received from the stakeholders NPCI and bank partners. The company executives are satisfied with being fully compliant with UPI checklist. Alongside, WhatsApp has made all necessary submissions and has passed the security audits required to launch WhatsApp Payment.
Check out: Top Payment Security Companies.


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Selenium Deficiency
General text about the lack of minerals can be found here.
Selenium is found in the body only in trace amount, but it is a quite significant element as it serves as important antioxidant by eliminating oxygen radicals produced during body metabolism and so reducing the threat of oxidative stress. Larger amount of selenium is found in fish, offal, eggs and nuts.
Significant selenium deficiency is very rare, because normally we consume enough selenium in the diet. Increased threat of selenium deficiency may occur in people with malabsorption of nutrients, chronic alcoholics and the elderly.
The symptoms of selenium deficiency are complex and they are mainly based on its antioxidant effect. It is assumed that the lack of selenium accelerates the process of atherosclerosis and this leads to more frequent emergence of diseases of the cardiovascular system, including myocardial infarction and ischemic stroke. Selenium has also probably also protective effect against cancers that may be more frequent in patients with selenium deficiency. In addition, the lack of selenium may cause weakened immunity.
Selenium can be administered in dietary supplements. The required daily dose in an average adult is about 50-100 micrograms of selenium. Doses above 800-1000 micrograms daily are clearly harmful and they may cause digestive problems. Persons with excessive intake of selenium also suffer from brittle nails.
Author of texts: Jiri Stefanek, MD
Contact: firstname.lastname@example.com
Sources: basic text sources


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At the beginning of the month I posted my essay entry to the Energion Essay Contest called, "What should a congregation following Jesus Christ in ministry look like?" There were seven total entries in this contest. With a total of 93 out of 150 points, I won third place plus the "popular" vote. This entitles[Continue Reading…]
Energion Essay Contest Results
What should a congregation following Jesus Christ in ministry look like?
To launch Dave Black's new book, Christian Archy, Energion Publications is sponsoring an essay contest. The question at hand: What should a congregation following Jesus Christ in ministry look like? What a congregation following Jesus Christ in ministry should look like can be a pretty complicated discussion. We have to realize that even the early[Continue Reading…]
Called to be Hated?
Yes, I know I post like once a month on this blog. Actually I've been pretty busy with work and more work, plus I've been doing a little technical blogging over at my companies website – http://fullthrottledevelopment.com/. But recently I was listening to a sermon on the radio and heard something that started to make[Continue Reading…]
This I Now Believe
Last week I wrote a post entitled, "This I Used to Believe'. Which was inspired by a recent broadcast from NPR called This I Believe. I planned on it being a Meme, but it doesn't appear that anyone has taken me up on my offer. Today's post is going to elaborate on last weeks post.[Continue Reading…]
This I Used To Believe
Our local NPR station has a weekly segment called, This I Believe. This past Friday they had a different edition called. "This I Used To Believe." This made me think about the things that I use to believe. So I'm going to try and start a meme! This is completely optional, I'm not going to[Continue Reading…]
The other day Alan Knox shared with me an article written by Ernest Goodman at Missions Misunderstood. Goodman has just finished up a series called The Counterintuitive Church. This series really made me think about what Jesus did, what Jesus' apostles wanted to do, and what I usually do. Let's take the Parable of the[Continue Reading…]
Putting Church Before God
The other day I was talking with someone about church, priorities, friends, families, obligations, etc. As a Christian I know a lot of people who attend Church services on a regular basis. They are the type of Christian the Pastor usually gloats about, the ones that are "there whenever the doors are open". Basically what[Continue Reading…]
Tough Times Among the Church
I use a system called Google Analytics to keep an eye on my blog stats. It tells me things like how many people visited my blog day-to-day, where people came from, and even what search terms were used to find different posts on my blog. I have found an interesting trend among the Church in[Continue Reading…]
God's Revelation
I have a hypothetical situation/question for my readers: Let's talk about you. You are a "good" Christian. You read your Bible every morning and every evening before bed. Your pray before each meal asking God to bless the food. You talk about Jesus to the lost several times a week and try through Jesus to[Continue Reading…]
Call to Dunkirk
Today a friend of mine sent me a link to Voddie Baucham's blog post called "Call to Dunkirk". The Call to Dunkirk is a call for all Christians to remove their children from public school and start homeschooling (or maybe private Christian schooling). The video starts by comparing the U.S. Education system to Nazi Germany[Continue Reading…]


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Skydiving Tamworth, Staffordshire
Nottingham Skydiving
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commute 37 miles from Tamworth, Staffordshire
If you're a true adrenalin junkie our Nottingham skydiving centre is the perfect place to take your adrenalin levels to new heights – 12,000 feet...
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For an all action and completely unforgettable skydiving experience, you need look no further than our awesome Peterborough Skydiving Centre which ...
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If you thought Skydiving was spectacular...just wait until youve done it at our sensational Lincolnshire Skydiving Centre! The breathtaking air ...
Salisbury, Wiltshire Skydiving
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Experience the ultimate in adventure sports with an exhilarating tandem skydive from our Salisbury airfield. Feel the incomparable sensation of th...
Bridlington, East Yorkshire Skydiving
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Our Bridlington venue gives you the perfect opportunity to experience the unique sensation of free fall, and with the added bonus of spectacular vi...
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Queensland North Australia Pty ltd v Takeovers Panel [2015] FCAFC 68
The Full Federal Court has delivered a judgment that will change the way the Australian Takeovers Panel (the Panel) approaches declarations of unacceptable circumstances. Departing from the historically broad view of "ongoing circumstances" applied by the Panel and Courts alike, the Full Court has made it clear that there must be no confusion between circumstances the subject of the declaration and the effect those circumstances have on the affairs of the company. The decision also highlights the strict approach to be taken in relation to the time limitations imposed on the Panel by the Corporations Act 2001 (Cth) (the Act).
The Panel is tasked with protecting the rights of shareholders and ensuring that takeovers take place in an efficient, competitive and informed market.[1] To achieve this, the Act empowers the Panel to declare circumstances in relation to the takeover or control of a company or managed investment scheme as unacceptable.[2]
In July 2011 and March 2012, Queensland North Australia Pty Ltd (QNA) acquired interests in The Presidents Club Limited (PCL), an unlisted public timeshare company operating at the former Hyatt Coolum Resort in Queensland, Australia. The Panel (on application by PCL) found that the acquisitions were made in contravention of s606 of the Act and proceeded to make a declaration of unacceptable circumstances in July 2012. In so doing, the Panel placed a number of restrictions on QNA's ability to deal with its interests in PCL.
QNA sought judicial review of the Panel's decision but was unsuccessful at first instance.[3] It subsequently appealed to the Full Federal Court.
The primary issue for consideration on appeal was whether PCL's application to the Panel and the Panel's declaration had been made outside the time limitations imposed by ss. 657B and 657C of the Act, which relevantly required the application to be made within two months, and any declaration to be made within three months, "after the circumstances occur".
The primary judge had concluded that PCL's application and the Panel's declaration was not made outside of time limitations because the unacceptable circumstances were ongoing circumstances. This was said to be because at the time of the application and the declaration, QNA continued to hold interests in the PCL which created a continuing state of affairs. Her Honour relied on a number of cases and Panel decisions in support of the position that the "circumstances claimed by PCL were far broader than the share acquisitions in July 2011 and March 2012".[4]
Setting aside the decision of the primary judge, the Full Court unanimously held that her Honour erred by failing to distinguish between the circumstances and their effect.[5] The Full Court found that the unacceptable circumstances were the acquisitions in July 2011 and March 2012.[6] The fact that the effects of those acquisitions were ongoing did not render the circumstances themselves as "continuing to occur".[7] In arriving at this position, the Full Court placed emphasis on the past tense of the word "occur" in ss. 657B and 657C and distinguished it from phrases such as "are occurring" or "have been occurring" which do not appear in the section.[8]
The Full Court also commented that Parliament could not have intended the time limits in s657B to"reset on a daily basis" by relying on the ongoing effects of the circumstances found to exist.[9]
In allowing the appeal, the Full Court held that the latest share acquisition occurred in March 2012 and accordingly, time had expired by the time of PCL's application in June and the Panel's declaration in July.[10]
The orders of the primary judge and the decision of the Panel were set aside and the matter remitted to the Panel to consider whether an extension of time to bring the application should be granted.
The decision of the Full Federal Court emphasises the need for applicants, whether bidders or shareholders of the target company, who consider that unacceptable circumstances exist, to bring an application before the Panel, and for the Panel to make any declaration promptly and within the statutory time limits.
In dealing with an application, the Panel must clearly identify and distinguish between the circumstances said to be unacceptable and their effect on the state of the company's affairs. It is no longer possible for the Panel to rely on ongoing circumstances as a basis for extending the time limitations imposed by the Act when those circumstances are, in truth, merely the effects of the unacceptable circumstances. If the Panel considers that it requires an extension of time to make a declaration, it should do so pursuant to s657C(3)(b) and must afford the parties natural justice in that process.