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Venture capital investment in Canada: market and regulatory overview
A Q&A guide to venture capital law in Canada.
The Q&A gives a high level overview of the venture capital market; tax incentives; fund structures; fund formation and regulation; investor protection; founder and employee incentivisation and exits.
To compare answers across multiple jurisdictions, visit the Venture Capital Country Q&A tool.
This Q&A is part of the global guide to venture capital. For a full list of jurisdictional Q&As visit www.practicallaw.com/venturecapital-guide.
Market overview
Venture capital and private equity
Venture capital is a subset of the private equity market and is characterised by private or publicly sponsored pools of capital taking a minority equity position in early stage or growth companies in exchange for significant influence over the management and direction of the company. Venture capital funds (VCFs) typically invest in early stage or growth companies before sufficient predictable cash flows have been generated to attract mainstream institutional financing.
Sources of funding
Typically, early stage companies obtain funding from sources in a number of financing rounds. Many early stage companies source seed or start-up capital from founders and their friends and families. The next round of funding typically comes from angel investors, followed by venture capital or venture debt.
Government grants and tax credits are also available to certain early stage companies.
In January 2013, the federal government announced its Venture Capital Action Plan. Since its inception, the Venture Capital Action Plan has made up to CAN$350 million available to establish private sector-led fund of funds and up to CAN$50 million available to invest in established high-performing VCFs. In addition to federal government funding, various provincial governments have allocated funds to both direct and indirect financing in the venture capital space, including:
British Columbia.
Nova Scotia.
The following also support both direct and indirect funding in the venture capital sector:
Insurance companies.
Family offices.
Corporate strategics.
High-net worth individuals
Types of company
VCFs have a strong presence in the information technology, clean technology and life-sciences sectors and, to a lesser degree, in traditional sectors such as industrial or energy, manufacturing and consumer-related areas.
Market trends
Venture capital investment continued to grow in the first half of 2015, which was the strongest first half since 2002. The total amount invested in Canadian companies was approximately CAN$1.19 billion in 300 deals, with 33% more dollars invested than in the first six months of 2014. The strong investment level was driven by deals valued at CAN$20 million or higher, with eleven transactions in that range compared to only five in the first half of 2014. The average deal size of CAN$4 million in Canada was still significantly lower than in:
The US (CAN$17 million).
The UK (CAN$13.7 million).
Israel (CAN$10 million).
Government funds continued to support venture capital, providing a record 17% of all capital invested in the first half of the year. Investors outside of North America accounted for an 11-year high 9% of total dollars invested.
As in 2014, the information technology sector received the largest share of venture capital investment in the first half of 2015, with approximately CAN$650 million or 55% of the total funds invested. Investment in information technology increased by 20% over the first half of 2014, with software and internet companies receiving the most capital. The other top sectors were:
Life sciences (approximately CAN$243 million or 20% share).
Clean technology (approximately CAN$159 million or 13% share).
Traditional sectors including industrial or energy, manufacturing and consumer-related areas represented the remaining 12% of first-half investment.
Provincially, Ontario led deal-making activity in the first half of 2015, with approximately CAN$641 million (54% of total investment), representing the highest share for the province in 14 years. Seven of the top eight venture capital deals involved Ontario-based companies. Québec companies raised approximately CAN$294 million, which was nearly double the amount raised in the first half of 2014. British Columbia had the third largest share of total venture capital invested, receiving approximately CAN$179 million in the first six months of the year.
Canadian VCFs raised approximately CAN$878 million in the first half of 2015. This represented a 21% increase over the same period in 2014 and was the best fundraising period since the first half of 2012. Eleven Canadian funds held closings during the first six months of the year.
Private equity and venture capital market participants remain optimistic about deal activity. In a July 2015 survey of its members, the Canadian Venture Capital and Private Equity Association (CVCA) found that 82% of respondents believe that current economic conditions favour the private capital industry and 66% believe that a lower Canadian dollar improves the business outlook. When asked about potential exit opportunities, 60% of respondents expected IPO and mergers and acquisition activity to remain the same for the rest of 2015.
The federal labour-sponsored venture capital corporation (LSVCC) tax credit, which provides a 15% tax credit to individuals for the acquisition of shares of federally registered or prescribed provincially registered LSVCCs on investments up to CAN$5,000, is being phased out in 2015. This tax credit was first introduced in the 1980s to encourage investment by retail investors in small and medium-sized businesses. In 2015, the LSVCC tax credit will be reduced to 10%, followed by 5% in 2016, and will be eliminated for taxation years after 2016. The impact of these changes will be most acutely felt in Québec where labour-sponsored funds, such as the Fonds de solidarité (FSTQ) and CSN Fondaction, have been large beneficiaries of this tax incentive and important players in the Québec market.
Tax incentive schemes
Canadian-controlled private corporations (CCPCs) are entitled to a number of tax-related benefits (most of which are aimed at small businesses), including:
A lower rate of tax deduction on operating income up to a threshold of CAN$500,000.
Enhanced investment tax credits for qualified expenditures on scientific research and experimental development.
Deferral of an employee's taxable benefit arising from the exercise of share options.
Shareholder entitlement to a capital gains exemption on a disposition of qualified small business corporation shares.
The federal government and certain provincial governments also provide tax credits to individuals that are resident in Canada or in specific provinces and who invest in certain labour-sponsored venture capital corporations (LSVCCs). The LSVCC tax credit is being eliminated for taxation years after 2016 (see Question 2).
These various schemes are directed primarily at small businesses or smaller individual investors that are Canadian taxpayers.
A CCPC is a Canadian corporation that is not a public corporation (that is, a corporation that is listed on a stock exchange in Canada or elsewhere) and that is not controlled, directly or indirectly, by one or more non-residents of Canada or public corporations.
LSVCCs are subject to restrictions on the companies that they can invest in and are in general more tightly regulated than other forms of private equity funds. LSVCCs are typically only active in the domestic venture capital market.
Funding sources
Individuals and family offices, government and fund of funds were the top sources of capital for venture capital fundraising in the first half of 2015. Other sources include:
Insurance companies.
Certain corporate investors.
One of the largest sources of investment in venture capital funds (VCFs) is the Business Development Bank of Canada, a development bank owned by the federal government.
Fund structuring
Venture capital funds (VCFs) are generally structured in the form of limited partnerships. Separate limited partnerships can be used in order to accommodate the needs of different investors. For example, it is a common practice for resident investors to invest through one limited partnership while non-resident investors invest through a parallel limited partnership. This parallel fund structure allows the fund manager to more efficiently manage fiscal compliance and reporting requirements related to the Canadian fund and the parallel fund.
Venture capital funds (VCFs) often invest with other private equity funds and even in other VCFs. Those funds can be domestic, from the US or elsewhere. Also, funds of funds invest in direct funds that in turn invest in early stage or growth companies. Fund of funds were among the top sources of venture capital fundraising in the first half of 2015 (see Question 1).
Venture capital funds (VCFs) are generally structured in the form of limited partnerships formed under the laws of one of the provinces of Canada (see Question 5). Although other investment vehicles such as trusts can be used, the potential risks inherent in the nature of investments in early stage or growth companies can make these vehicles more difficult to market to prospective investors.
In a limited partnership, a limited partner's liability is limited to the amount the limited partner contributes or agrees to contribute to the capital of the limited partnership so long as it is not actively involved in the conduct of business of the limited partnership. The general partner, who is typically set up as either a newly incorporated corporation that is a wholly-owned subsidiary of the manager of the VCF or an affiliated limited partnership, is subject to unlimited liability. Parallel investment vehicles (including one or more additional limited partnerships) are also commonly established to facilitate co-investments by non-Canadian investors or to permit investments in assets that the main fund is not able to acquire or hold directly (see Question 5).
Investment objectives
Venture capital funds (VCFs) generally invest in early stage or growth companies with a view to receiving a return on capital, although different types of funds can also have other objectives. For example, government-backed or sponsored funds typically also have mandates to create employment or to stimulate investment in certain sectors of the economy or geographic regions. Corporate-backed or sponsored funds often seek out strategic investments or partnerships with early stage or growth companies with complementary or synergistic businesses.
Fund regulation and licensing
A venture capital fund's (VCF) manager may be required to register in each province or territory in Canada where they conduct business. Under securities laws, in the absence of an exemption for the registration requirement, firms must register if they:
Are in the business of trading or advising.
Hold themselves out as being the business of trading or advising in securities.
Act as an underwriter or acting as an investment fund manager.
Individuals must register if they:
Trade, underwrite or advise in securities on behalf of a registered dealer or adviser.
Act as the ultimate designated person or chief compliance officer of a registered firm.
Depending on the nature of the activities carried out by the firm or individual, registration in more than one category may be required.
As long as a VCF's manager is not trading or advising in securities for a business purpose, there is generally no requirement for the manager to register under securities laws. For example, a manager of a VCF does not have to register as a portfolio manager if the advice being provided by the manager in connection with the selection of the portfolio companies that the VCF invests in is incidental to the manager's active and ongoing management of these companies on behalf of the VCF. Similarly, if the capital-raising activities and the subsequent investment of such capital undertaken by the manager on behalf of a VCF are infrequent and uncompensated activities incidental to the manger's primary role, the manager does not have to register as a dealer. If the manager is actively involved and participates in the management and control of the business and affairs of the portfolio companies that the VCF invests in, the VCF would not be considered an investment fund for the purposes of securities laws and accordingly the manager does not have to register as an investment fund manager.
The equivalent of a US investment company is generally referred to as an investment fund, which can be organised as either:
A limited partnership, through which investors can invest as limited partners.
A trust, which issues units of beneficial interest to investors.
A corporation, which issues shares to investors.
As with any issuer of securities, venture capital funds (VCFs) must comply with applicable securities laws.
Generally, marketing or advertising the sale of securities (in particular, the limited partner interests, units or shares of a VCF) is prohibited unless those securities are qualified for distribution by a prospectus. There are exemptions from prospectus and registration requirements under securities laws including certain sales to:
Friends, family and business associates.
Accredited investors.
Non-individual investors of minimum amount investments of at least CAN$150,000.
If the venture capital fund (VCF) is structured as a limited partnership, the relationship between the investor and the fund is governed by the terms of a limited partnership agreement among the general partners and the limited partners of the limited partnership and a subscription agreement under which an investor would subscribe for an interest in the limited partnership as a limited partner.
The limited partnership agreement can contain the following protections for investors:
Investment restrictions, including:
concentration limits;
geographic requirements;
limits on borrowing by the limited partnership;
related party transactions; and
the availability and access to co-investment opportunities.
Capital commitment and call obligations over the term of the fund, including consequences in the event of a default by any limited partner with respect to meeting such obligations.
Financial and other reporting requirements to investors.
Priorities for returns of capital or the payment of distributions and clawback provisions with respect to any expenses or other carry obligations paid to the general partner or fund manager.
Governance provisions, including the requirement for a management or other advisory committee to oversee the day-to-day business of the fund.
Key person clauses with respect to the retention of key employees of the fund manager.
Other investor remedies including early termination of the term of the investment or commitment period or the term of the limited partnership and provisions allowing for removal of the general partner or fund manager under certain circumstances.
Interests in investee companies
Some common forms of equity interests that venture capital funds (VCFs) can take in an investee company include:
Common shares.
Preferred shares, including convertible preferred shares.
Share purchase warrants.
Units comprised of common shares and share purchase warrants.
Bridge investments, most often convertible debentures.
Other developing structures, such as simple agreements for future equity (SAFE).
VCFs can also make debt financing available to investee companies, for example, through subordinated, convertible or mezzanine debt that can be either secured or unsecured.
Although the least prevalent, issuing straight common shares is cost effective and establishes a simple capital structure for investee companies. Convertible preferred shares, the most popular instrument, enable investors to participate in upside gains and limit downside exposure with respect to their investment. Many preferred shares also have conversion rights that are triggered by automatic conversion events including:
Consolidation, amalgamation, merger, arrangement or other form of business combination of the investee company with another entity.
A sale, lease or exchange of all or substantially all of the assets of the investee company.
Certain changes of control.
An IPO of the investee company.
Preferred shares can also be given preference vis-à-vis other shareholders of the investee company to dividends or distribution of the assets of the investee company on liquidation. From the perspective of an investee company, a preferred shareholder's preference with respect to dividends or distribution of the assets on liquidation justifies a higher issue price for preferred shares as compared to straight common shares. Preferred shares can often also carry certain advantageous anti-dilution protection and other investor rights.
A more recent innovation (originally made popular by Y-Combinator in the US) is a SAFE that is a cash investment in a company where the investor receives shares at a later date in connection with a specific event. It affords the same flexibility as convertible debt but is considered to be equity. Generally, a SAFE investment is given the same rights, privileges, preferences and obligations as standard preferred shares but have different liquidation preferences, conversion prices and dividend rates.
Warrants allow the holder to purchase common or preferred shares of the issuer in the future at a specified price, such as a premium or discount to the current market price of the shares at the time of issue. Warrants are also frequently attached to debentures or preferred shares as a "sweetener" to allow investors to capture the capital appreciation of the underlying shares over time.
An advantage of secured debt is that it gives investors first priority as creditors of the investee company and can sometimes be secured against some or all of the assets of the investee company. Convertible debt also enables investors to participate in upside gains through a conversion to common or preferred shares.
Valuing and investigating investee companies
Venture capital funds (VCFs) value investee companies based on:
Their business model.
Financial and operational results.
Future financial and operational projections.
The strength of the management team.
Intellectual property.
Present and future capital requirements.
Potential exit strategies.
VCFs generally also prepare their own financial models based on various economic scenarios in assessing an investment.
Venture capital funds (VCFs) carry out extensive business (including financial and operational) and legal due diligence investigations. Such investigations include reviewing the company's:
Business plan.
Financial information.
Material contracts.
Corporate books and records.
Searches of the public records of the investee company and its property and assets.
Frequently, the scope of the review is tailored to the specific circumstances of the proposed investment and the requirements of the VCF.
Legal documentation
The principal legal documents commonly used in venture capital transactions include:
A subscription or investment agreement between the venture capital fund (VCF) and the investee company.
If the investment is in the form of an equity interest in the investee company (for example, common shares or preferred shares), the share provisions setting the rights attached to the class or series of shares being subscribed for by the VCF. These provisions are set out in the investee company's articles.
A shareholders' agreement among the investee company, the VCF and the other shareholders in the investee company setting out their respective rights and obligations in respect of the shares and the management and control of the investee company.
Demand or piggy-back registration or prospectus qualification rights agreements can also be negotiated, particularly where the investee company contemplates an exit by way of an IPO, along with board nomination rights agreements, to the extent that such matters are not addressed in the subscription or investment agreement.
Protection of the fund as investor
Contractual protections
Venture capital funds (VCFs) typically negotiate and receive the following contractual protections in respect of their investments in investee companies:
Indemnities from the investee company and in certain cases, their founders or principals, for breaches of any representations and warranties in the investment or subscription agreement.
Restrictions on the use of proceeds of the VCF's investment.
Board or board committee nomination or representation or veto rights, or alternatively, board observer rights.
Information rights.
Pre-emptive rights on subsequent share issuances and financing rounds.
Liquidity rights.
Demand or piggy-back registration or prospectus qualification rights in respect of any prospective IPO.
Rights of first refusal, drag-along or tag-along rights in connection with exit transactions involving a sale of the investee company or a sale of all or substantially all of the assets of the investee company.
Forced exit or redemption provisions.
Forms of equity interest
See Question 12.
Preferred shares
Preferred shares typically rank higher than common shares on liquidation but do not typically carry voting rights and instead are often granted special economic rights. Dividends on preferred shares are declared from a company's earnings that remain after debt obligations, senior preferred share dividends and other obligations have been satisfied and corporate solvency tests are met. Failure to pay dividends would not provide the holder with remedies typically negotiated under a debt instrument in an event of default.
Common features of preferred shares include:
Dividend preference.
Liquidation preference on the occurrence of a liquidity event (such as a sale of the shares of the investee company or a sale of all or substantially all of the assets of the investee company or the IPO of the investee company in connection with an exit transaction, or in connection with the wind-up and liquidation of the assets of the investee company on dissolution) for holders to receive their initial investment or a multiple of it, together with any accrued, but unpaid dividends. It is now relatively uncommon for preferred shares to participate alongside common shares in the remaining proceeds of the investee company on liquidation.
Negotiated fixed dividend amount.
Cumulative dividend rights such that if the dividend is not paid, it accumulates from year to year.
Fixed liquidation value.
Protective provisions that prevent the issuance of new preferred shares with a senior claim. Individual series of preferred shares can have a senior, pari passu or junior relationship with other series issued by the investee company.
Preferred shares typically do not have a maturity date.
The investee company may have the option to pay dividends by delivering additional preferred shares having a liquidation preference value equal to the dividend payment owed.
The holder of preferred shares could be granted special voting rights to approve extraordinary events or the right to elect nominees to the board.
Common features of convertible preferred shares also include the following:
Conversion rights with respect to the conversion of the preferred shares into common shares (see Question 12).
Anti-dilution or "price protection" rights, which adjust the ratio or price at which the preferred shares can be converted to common shares after the occurrence of a triggering event. Triggering events can include:
subsequent financing rounds at a lower price than the conversion price set out in the preferred share provisions;
a subdivision or consolidation of the common shares;
a stock split;
a capital reorganisation;
reclassification or change of the common shares;
a consolidation, amalgamation, merger, arrangement or other form of business combination of the investee company with another entity; or
a sale, lease or exchange of all or substantially all of the assets of the investee company.
Anti-dilution rights can be either "full ratchet" where the conversion price adjusts if the new price at which the investee company sells shares is lower than the prior issue price, regardless of how many shares the investee company sells at that lower price, or based on a "weighted average" formula where the conversion price adjusts based on the ratio of share issuance proceeds (where shares are issued at a lower price per share) to the investee company's total share capital immediately prior to when the investee company issued shares at that lower price.
Redemption features.
Management control
Governance rights commonly used to give a venture capital fund (VCF) a level of management control over the activities of investee companies include:
Board or board committee nomination and representation rights in the investee company or its subsidiaries, or alternatively, board observer rights in the absence of such nomination and representation rights, or both.
Quorum requirements for board meetings to ensure that business cannot be conducted at any board meetings without the participation of some or all of the VCF's director nominees.
Veto or super-majority approval rights at the board or shareholder level with respect to certain corporate actions or fundamental transactions.
Second or casting vote rights in the event of an equality of director or shareholder votes with respect to matters requiring board or shareholder approval, as applicable.
Information and other reporting rights and covenants in favour of the VCF.
Share transfer restrictions
A shareholders' agreement often prohibits any transfer of shares unless specifically permitted under the terms of the agreement. A type of transfer that is sometimes expressly permitted is a transfer of shares to an affiliate of the transferring shareholder.
Restrictions on the transfer of shares are also frequently included in the articles of private companies. In many cases, the transfer of shares by shareholders requires the approval of the board of directors of the company.
Under securities laws, shares issued under a prospectus exemption cannot be resold or transferred unless qualified by a prospectus or unless a further appropriate prospectus exemption is available. There are a number of exemptions from the prospectus requirements in each province or territory of Canada (see Question 10).
Protections that investors, as minority shareholders, can have in relation to an exit by way of a sale of the investee company include:
Put options by which investors can opt to sell all of their shares in the investee company to certain other shareholder or to all other shareholders.
Tag-along rights in the context of third party sales permitting such sales only if the third party commits itself to purchase the shares of all shareholders that elect to exercise their tag-along rights.
Drag-along rights that enable a specified majority of the shareholders to enter into an agreement with respect to the sale of their respective shares of the investee company and to compel the other shareholders to sell their shares on the same terms. A modified drag-along provision can also be used to address the possibility of a third party acquisition by a sale of all or substantially all of the assets of the investee company, as opposed to a sale of all of the issued and outstanding shares of the investee company.
Pre-emption rights
Pre-emptive rights in relation to further share issuances are typically required by venture capital investors in the context of their investment as a means of maintaining their equity ownership percentage in the investee company to avoid dilution. These rights typically entitle the venture capital fund (VCF) to receive notice of subsequent offerings or financing rounds and to subscribe for a portion of that offering or financing round that is equal to its existing percentage ownership in the investee company under the same or better terms offered to the other investors.
Typical exemptions from these pre-emptive rights being triggered include:
Shares issued on the exercise of stock options.
Other equity-based incentive awards granted to employees, directors, officers and consultants of the investee company, or in connection with stock splits or stock dividends.
Investment by an investor in a VCF
The necessary approvals required at the investor level in respect of the documentation relating to its investment or subscription for securities of a venture capital fund (VCF), whether in the form of limited partner interests in a limited partnership, units of a trust or shares of a corporation, varies depending on the nature of the investor and size of its investment. Most institutional investors have an internal investment committee or board approval requirements based on established authorisation limits and as required to comply with applicable corporate legislation.
Investment by a VCF in an investee company
Any issuance of securities by an investee company must comply with the corporate legislation governing the investee company. The board of the investee company must conclude that the transaction is in the best interests of the investee. Directors of the investee company that have an interest in any proposed transaction may have to declare that interest and abstain from voting.
If the investee company has granted investors in prior financing rounds pre-emptive rights in connection with their investment, the prior consent or approval of these investors may be required.
If a proposed transaction contemplates a new class of shares that has not been previously approved by the shareholders of the investee company, then the articles of the investee company must be amended. The creation of a new class of shares is a fundamental change that generally requires a special resolution of shareholders (typically approval by the holders of at least 66.67% of the shares). Depending on the governing statute and other constating documents, a special resolution by class vote may also be required.
Founder and employee incentivisation
Founders typically subscribe for a block of common shares for consideration equal to the fair market value of the shares on the founding of the corporation. However, this consideration is generally nominal since the value of the common shares is minimal at the start-up stage of the corporation.
Employees are generally incentivised through the grant of share options under the corporation's stock option plan. Stock options generally vest over time and will be exercisable for shares of the corporation. The investment or shareholders' agreement generally limits the size of the option pool, with any increases requiring investor approval. The exercise price must be in line with the market price of the corporation's shares (with the exception of the shares of Canadian-controlled private corporations (CCPCs)) as of the date of grant to avoid tax being payable by the employee as of the grant. The option plan generally includes provisions dealing with treatment of the options on an exit event.
On the sale or other disposition of the common shares of the investee company, the founder is generally subject to capital gains tax except where there is a deferral. Shares of another Canadian corporation issued as consideration for these shares are generally subject to a tax deferral, although shares of foreign corporations are not. Stock options are considered a taxable employment benefit and accordingly, employees who exercise stock options are subject to tax on the resulting benefit, with the corporation being required to withhold a portion of the benefit. Employees of CCPCs may be entitled to a deferral of the taxable benefit arising from an exercise of stock options.
Protections that venture capital investors typically seek to ensure the long-term commitment of the founders to the investee company include non-competition and non-solicitation agreements that restrict founders from:
Carrying on or being engaged in a competing business for a certain period of time after leaving employment with the investee company.
Hiring or soliciting for employment any employee of the investee company or its affiliates.
Other devices include:
Vesting provisions associated with stock option awards.
The grant of other equity-based incentive awards.
Risk and performance-based compensation arrangements.
Share escrow regimes.
Investors also impose rights (similar to "restricted stock" in the US) that allow them or the company to buy back the shares of a founder at lower than fair value if the founder leaves the investee company prematurely.
Exit strategies
Exit strategies that can be used to realise a venture capital fund's (VCF) investment in an unsuccessful investee company include:
Put options (see Question 21).
Auction process: running an auction process for a sale of the shares of the unsuccessful investee company or some or all of the assets of the unsuccessful investee company to seek the best price available and to ensure that the VCF receives some return on its investment.
Corporate restructuring or reorganisation of the unsuccessful investee company: corporate restructurings are generally governed by either the federal Companies' Creditors Arrangement Act or the proposal provisions of the federal Bankruptcy & Insolvency Act. Sometimes, corporate statutes can be used to effect fundamental changes in the corporate structure through a court approved plan of arrangement. If the VCF holds any debt in the investee company, they are given priority as creditors. If the debt is secured, the VCFs can elect to enforce its security in respect of the assets of the investee company. In addition, if a sale of some or all of the assets is approved, preferred shares typically have priority over common shares during the division of the assets on liquidation.
Many successful early stage companies have a choice between an IPO, a sale of the company to a strategic buyer or receiving additional private equity or institutional funding:
IPO: Using an IPO as an exit strategy creates liquidity for the venture capital fund (VCF) and typically results in a higher return on investment. It is easier for the VCF to dispose of its shares once the investee company is listed on a stock exchange. Disadvantages include:
dilution of shares;
hold or lock-up periods following the completion of the IPO;
the expense required to complete the IPO; and
the disclosure requirements under applicable securities laws.
Sale to a strategic buyer: a sale of the company to a strategic buyer, whether a publicly-held corporation or a private corporation, can be used to achieve a full or partial exit and are typically less resource intensive than an IPO. There are also generally fewer regulatory requirements when entering into a strategic sale transaction. However, depending on the circumstances of the buyer the transaction may be subject to competition or other regulatory review.
Private equity or institutional funding: recapitalisation of the investee company by way of private equity or institutional funding can also be used as a full or partial exit strategy.
An exit strategy can be built into a particular investment using:
Demand or piggy-back registration or prospectus qualification rights in respect of the securities held by the venture capital fund (VCF) on or following the IPO of the investee company.
Put options (see Question 21).
Tag-along or drag-along rights in the context of a sale of the shares of the investee company or all or substantially all of the assets of the investee company (see Question 21).
Online resources
Canadian Securities Administrators
W www.securities-administrators.ca
Description. Website of the Canadian Securities Administrators (CSA).
Alberta Securities Commission (ASC) (Canada)
Description. Website of the Alberta Securities Commission.
British Columbia Securities Commission (BCSC)
Description. Website of the British Columbia Securities Commission.
The Manitoba Securities Commission
Description. Website of The Manitoba Securities Commission.
Financial and Consumer Services Commission
Description. Website of the Financial and Consumer Services Commission.
Superintendent of Securities, Service Newfoundland & Labrador
W www.servicenl.gov.nl.ca/securities/index.html
Description. Website of the Office of the Superintendent of Securities, Service Newfoundland & Labrador.
Superintendent of Securities, Northwest Territories
W www.justice.gov.nt.ca/SecuritiesRegistry
Description. Website of the Office of the Superintendent of Securities, Northwest Territories.
Nova Scotia Securities Commission
Description. Website of the Nova Scotia Securities Commission.
Nunavut Securities Office
W nunavutlegalregistries.ca/sr_index_en.shtml
Description. Website of the Nunavut Securities Office.
The Ontario Securities Commission (OSC)
Description. Website of the Ontario Securities Commission.
Office of the Superintendent Securities - Prince Edward Island
Description. Website of The Office of the Superintendent Securities, Consumer, Corporate and Insurance Services Division, Office of the Attorney General, Prince Edward Island.
Autorité des Marchés Financiers (AMF) (Canada)
W www.lautorite.qc.ca/en/index.html
Description. Website of the Autorité des marchés financiers.
Financial and Consumer Affairs Authority of Saskatchewan
Description. Website of the Financial and Consumer Affairs Authority of Saskatchewan.
Office of the Yukon Superintendent of Securities
W www.community.gov.yk.ca/corp/securities_about.html
Description. Website of the Office of the Yukon Superintendent of Securities.
Contributor profiles
Robert Lehodey Q.C., Partner
Osler, Hoskin & Harcourt LLP
E email@example.com
W www.osler.com
Professional qualifications. Alberta, Barrister and Solicitor, 1983
Areas of practice. Corporate finance; securities; corporate governance; mergers and acquisitions; private equity; venture capital.
Non-professional qualifications. BSc in Chemical Engineering, University of Alberta, 1979; LLB, Dalhousie University, 1982
Recent transactions
- Advising Special Committee of the Board of Directors of Legacy Oil and Gas Inc. in connection with an activist shareholder initiative and CAN$1.5 billion acquisition of Legacy by Crescent Point Energy Corp.
- Advising Veresen Inc. in the formation of a new entity, Veresen Midstream Limited Partnership, equally owned by Veresen and affiliates of Kohlberg Kravis Roberts & Co. L.P., which acquired certain midstream assets from Encana Corporation and the Cutbank Ridge Partnership.
- Represented the consortium of purchasers of the Arizona Coyotes National Hockey League franchise in connection with all Canadian legal matters, including overall ownership governance structure and cross border tax structuring.
Languages. English
Professional associations/memberships. Canadian Bar Association; Law Society of Alberta
- "Shareholder Activism: The New Takeover?" Osler Seminar, 21 November 2012.
- Decision in Deer Creek Assesses Sales Process in Context of Dissent and Valuation Litigation, Osler Update, 19 June 2009.
Shahir Guindi, Montréal Managing Partner
Osler, Hoskin & Harcourt LLP
E firstname.lastname@example.com
W www.osler.com
Professional qualifications. Québec, 1990; New York, attorney, 1990
Non-professional qualifications. LLB, McGill University; BCL, McGill University
Areas of practice. Corporate finance and securities; emerging companies; investment funds and asset management; life sciences; mergers and acquisitions; private equity; retail; technology; US cross-border legal services; venture capital.
Recent transactions
- Advising PasswordBox Inc. in connection with its sale to Intel.
- Advising DAVIDsTEA in its Initial Public Offering and Listing on the NASDAQ.
- Advising UBS Securities in connection with the proposed initial public offering of Klox Technologies Inc.
- Advising DataWind Inc., in connection with its CAN$30 million initial public offering and listing on the Toronto Stock Exchange.
- Advising MEGA Brands in connection with its proposed US$460 million acquisition by Mattel.
- Advising HarbourVest Partners in connection with the formation of a Canadian fund of funds pursuant to Canada''s Venture Capital Action Plan.
- Advising Lumira Capital, in the formation of two funds in an aggregate amount of CAN$142.5 million.
Languages. English, French, Arabic
Professional associations/memberships. New York State Bar Association; Association du Barreau du Québec; Canadian Bar Association
- CEO Vision PDG, Seminar on "Exit Strategies", Mont-Tremblant (2014 to 2015)
- CEO Vision PDG, Seminar on "Capital de croissance", Mont-Tremblant (2014 to 2015)
- The Role of State Financial Institutions in the Development of Social Entrepreneurship, Rise Egypt Launch, Harvard Medical School, June 2014.
François Auger, Partner
Osler, Hoskin & Harcourt LLP
E email@example.com
W www.osler.com
Professional qualifications. Québec, 1992; Paris, lawyer, 2012
Areas of practice. Plan Nord; taxation.
Non-professional qualifications. LLB, Université de Montréal; B. Comm, École des Hautes Études Commerciales, Université de Montréal
Recent transactions
- Advising Teralys Capital in the formation of the CAN$1.3 billion managed fund of funds.
- Advising AXA Private Equity, CBC Pension Fund and Caisse de dépôt in the establishment of two Novacap Funds, namely Novacap Technologies III and Novacap Industries III, in an aggregate amount of CAN$600 million.
- Advising Caisse de dépôt et placement, Tandem Capital, Rho Capital, Inovia Capital, Real Ventures, Garage Technology, Ventures West, Vimac Ventures, Entrepia Ventures, Desjardins Venture Capital, Société Innovatech du Grand Montréal and Investissement Québec in several private equity and venture capital investments.
Languages. English, French
Professional associations/memberships.
- Association du Barreau du Québec.
- Canadian Bar Association.
- Barreau de Paris.
- Canadian Institute of Chartered Accountants.
- Ordre des comptables professionnels agréés du Québec.
- Canadian Tax Foundation.
- International Fiscal Association.
- Association de planification fiscale et financière (APFF).
- Society of Trust and Estate Practitioners (STEP).
Heidi Wong, Associate
Osler, Hoskin & Harcourt LLP
E firstname.lastname@example.com
W www.osler.com
Professional qualifications. Alberta, Barrister and Solicitor, 2006
Areas of practice. Corporate finance and securities; mergers and acquisitions; corporate governance.
Non-professional qualifications. B.Comm (Hons.), University of British Columbia; LLB, Osgoode Hall Law School.
Recent transactions
- Advising Canada Pension Plan Investment Board in its investment through a private placement of subscription receipts as a cornerstone investor of TORC Oil & Gas.
- Advising Microsoft Corporation, as Canadian counsel on its EUR5.4 billion acquisition of Nokia Corporation's devices and services business, and in its acquisitions of InCycle Software, Opalis Software Inc., BigPark Inc. and 90 Degree Software Inc. and its acquisition of the assets of Dundas Software.
- Advising Hill-Rom Canada Respiratory Ltd., on its acquisition of Chestmaster Inc.
Advising Crest Energy International in WesternZagros' CAN$200 million rights offering, private placement backstop agreement and loan facility
Professional associations/memberships. Canadian Bar Association; Calgary Bar Association


text:
TOWN OF ULSTER - A Dutchess County man was arrested on Wednesday afternoon and charged with drug-related felonies after Ulster authorities say they arranged "a significant" heroin sale in the Town of Ulster.
The Ulster Regional Gang Enforcement Narcotics Team was tipped off that a man named "Julian" was selling heroin in Dutchess and Ulster counties. Julian Ketchel, 28, of Rock City, was arrested around 5 p.m. at Route 32 and Route 199 while conducting a heroin transaction.
He was charged with felony criminal sale of a controlled substance and criminal possession of a controlled substance with intent to sell, and a misdemeanor possession charge. Scott Hunter, 56, of Rock City, was charged with misdemeanor criminal facilitation and released. Ketchel was arraigned and taken to the Ulster County Jail on $25,000 cash or $50,000 bond.
Ulster County sheriff's K-9 team and the town of Rhinebeck police assisted.
Victor Whitman
Man charged after "significant" heroin sale in Town of Ulster
Aug 1, 2013 at 8:19 AM
Aug 1, 2013 at 8:20 AM

subset: commoncrawl


text:
We head toward the door, in the order we were in coming here. Chris leans against the door, wrapping his hand around the door knob,"1....2....3!"
He throws it open, shooting the closest ones. Leon helps him, and we all start running. I feel my head ache creeping back and sigh, it'd be nice without that right now. We get to the street and are met by a military jeep. We pile in quickly, and drive off. The realization of making it through this makes me ignore my head ache. Ferus will have nightmares, but at least we can get through this. The person driving speaks in a low voice,"You can all get some rest now."
The tension seems to fade. Ferus lays up against me and soon falls asleep. I take this time to rest, the others are all mainly asleep now. The warmth of the car makes me realize how tired I am, so I let myself fall asleep.
A swerve from the vehicle makes me wake up. I look out the front window to see something in front of us. It's the size of a large dog and looks like its skin is turned inside out. Chris grabs his gun, shooting at it. It seems to have no effect. The monster sticks out its tongue, sticking it through the heart of our driver. His limbs become limp as our car heads to the left. Chris,"Everyone, get out!"
The people on the right push open the doors and jump. Me, being on the left has to wait for Sherry, then Ferus. Looking to my left, I see that a wall is in view, almost to us and I know I won't make it out on time. I push Ferus out, and feel the wall against me. Then, everything becomes black.
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text:
People | 6 |
Bedrooms | 3 |
Bathrooms | 3 |
Space | sq. ft. |
Property type | house |
Minimum Stay | 3 nights |
A newly built (August 2012) traditional two-levels stone house in Mani - Aghios Nikolaos (500m). It is 98sq.m. and consists of 3 bedrooms (2 masters), a cosy living room with fireplace and a fully equipped and modern kitchen, 3 bedrooms (2 of them en suite). The house is within walking distance from the two beautiful sandy beaches (150 m.) Akti Pantazi and Platia Ammos and within walking distance from the beautiful village of Aghios Nikolaos. The house is landed in a big private garden full of olive trees and other local plants with a great view from the upper veranda.
It is ideal for family vacations since it offers a private garden full of olive trees and a variety of sea shores within walking distance (200m-Pantazi Beach). In addition, the village of Aghios Nicholaos is approximately 500 m. walking distance away from the house, where you can find restaurants, mini marke, cafes, bakery etc. A very good restaurant-caffe 200 m. from the house on the sea shore , is considered to be one of the best in the region. There is no need for using a car, unless you want to visit other villages nearby, Stoupa or Kardamili for more sea shores or many sea activities.
The house is also ideal for couples, who are looking for relaxing, private and romantic holidays.It is quiet but not isolated. From the upper veranda you can enjoy wonderful romantic dinners with great sea view hearing only the sound of the sea. In your private garden you can enjoy wonderful sunny breakfasts. The sea shore close to the house offers the opportunity for morning and afternoon swimming.
It accomodates 6 adults. Baby cots are available upon request.
Bathroom amenities: KORRES
Welcome treats: local and home-made products (honey, jams etc)
Free organic home producted olive oil as a welcome treat
House cleaning (new towels, new linen provided) 2/week (No extra charge)
No smoking. No pets.
Greek National Tourism Organization licensed:
No 1249K91000321401
Me and my husband we are both attorneys at law who love traveling and we wish to offer to our guests the quality of hospitality we would like to have in our travels.
We absolutely loved this really well presented and spotless villa with great attention to detail. Extremely well equipped with quality bed linen, towels etc.which are changed twice weekly. Set in lovely garden for relaxing and eating under the olive trees. The roof terrace was a favourite with views to the sea in the daytime and stargazing in the late evening. Villy provides so many nice touches - jams, honey, olive oil. She also kept in touch with us during our stay to make sure there were no problems which might spoil our stay at Sophia and Daphne. A wonderful and memorable holiday. Thank you.
September 2016
Thank you Villy and family for letting us stay in your fabulous house. We found everything we needed, and were generally very comfortable. The local area was exactly as described – the house is in a fantastic position, walking distance to a lovely beach and taverna, and a short bike ride away from the idyllic fishing village of Agios Nikolaos. The Mani coast is stunning, and has a lovely laid back atmosphere. The perfect holiday destination... We loved it all!
Rental Period | Minimum Price | Additional Nights | Weekend Night | Weekly | Monthly * | Event Price | |||
low season
1 Jan 2017 -
30 Apr 2017
3 night minimum stay
for 3 nights
high season
1 May 2017 -
30 Sep 2017
3 night minimum stay
for 3 nights
* Approximate monthly price. Actual pricing will depend on the days of the month you stay.


text:
University of Maine alumnus and Air National Guard pilot Martin Richard talks about business leadership before a lecture at the university on Tuesday, January 29, 2013.
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text:
Daily Reading for Wednesday, April 16th, 2014
Reading 1, Isaiah 50:4-9
4 Lord Yahweh has given me a disciple's tongue, for me to know how to give a word of comfort to the weary. Morning by morning he makes my ear alert to listen like a disciple.
5 Lord Yahweh has opened my ear and I have not resisted, I have not turned away.
6 I have offered my back to those who struck me, my cheeks to those who plucked my beard; I have not turned my face away from insult and spitting.
7 Lord Yahweh comes to my help, this is why insult has not touched me, this is why I have set my face like flint and know that I shall not be put to shame.
8 He who grants me saving justice is near! Who will bring a case against me? Let us appear in court together! Who has a case against me? Let him approach me!
9 Look, Lord Yahweh is coming to my help! Who dares condemn me? Look at them, all falling apart like moth-eaten clothes!
Responsorial Psalm, Psalms 69:8-10, 21-22, 31, 33-34
8 I am estranged from my brothers, alienated from my own mother's sons;
9 for I am eaten up with zeal for your house, and insults directed against you fall on me.
10 I mortify myself with fasting, and find myself insulted for it,
21 To eat they gave me poison, to drink, vinegar when I was thirsty.
22 May their own table prove a trap for them, and their abundance a snare;
31 for this will please Yahweh more than an ox, than a bullock horned and hoofed.
33 For God listens to the poor, he has never scorned his captive people.
34 Let heaven and earth and seas, and all that stirs in them, acclaim him!
Gospel, Matthew 26:14-25
14 Then one of the Twelve, the man called Judas Iscariot, went to the chief priests
15 and said, 'What are you prepared to give me if I hand him over to you?' They paid him thirty silver pieces,
16 and from then onwards he began to look for an opportunity to betray him.
17 Now on the first day of Unleavened Bread the disciples came to Jesus to say, 'Where do you want us to make the preparations for you to eat the Passover?'
18 He said, 'Go to a certain man in the city and say to him, "The Master says: My time is near. It is at your house that I am keeping Passover with my disciples." '
19 The disciples did what Jesus told them and prepared the Passover.
20 When evening came he was at table with the Twelve.
21 And while they were eating he said, 'In truth I tell you, one of you is about to betray me.'
22 They were greatly distressed and started asking him in turn, 'Not me, Lord, surely?'
23 He answered, 'Someone who has dipped his hand into the dish with me will betray me.
24 The Son of man is going to his fate, as the scriptures say he will, but alas for that man by whom the Son of man is betrayed! Better for that man if he had never been born!'
25 Judas, who was to betray him, asked in his turn, 'Not me, Rabbi, surely?' Jesus answered, 'It is you who say it.'
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Source: The Very Reverend Dom (Joseph) Henry Wansbrough, OSB, MA (Oxon), STL (Fribourg), LSS (Rome), a monk of Ampleforth Abbey and a biblical scholar. He was General Editor of the New Jerusalem Bible. "New Jerusalem Bible, Regular Edition", pg. v.
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text:
Illu Vocaloid Kagamine Len Append-sketch.jpg
this wiki
This image is of a VOCALOID (Mascot character). This image is / relates to Vocaloid technology, and the copyright for it is owned by Yamaha Corporation, and all trademarks, service marks, trade names, and trade dress present in the image are proprietary to their respective companies and Yamaha Corporation which are not affiliated with Vocaloid Wiki. It is believed that the use of Vocaloid image:
is believed to fall under the fair use clause of United States copyright law. Any other uses of this image, Vocaloid Wiki or elsewhere, may be Copyright Infringement. See Non-free content for more information. If you are the copyright holder of this image and you feel that its use here does not fall under "fair use," please contact one of the Administrators. VOCALOID and all related titles, logos, images and characters are ™ and © of their respective companies, Yamaha Corporation, Pompeu Fabra University. 2004–2017. All Rights Reserved. Original Presentation 2004–2017 YAMAHA. |
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Date/Time | Thumbnail | Dimensions | User | Comment | |
current | 16:55, December 10, 2010 | 1,200 × 1,700 (568 KB) | Angel Emfrbl (Talk | contribs) |


text:
Get an overview of this hotelResort in Johnston Canyon with restaurant and coffee shop/café
Situated in the mountains, this resort is 5 mi (8.1 km) from Ink Pots Hiking Trail and 9.4 mi (15.1 km) from Taylor Lake. Fenland Trail and Stoney Squaw Summit are also within 16 mi (25 km).
Resort Features
A restaurant, a coffee shop/café, and a snack bar/deli are available at this resort. Free WiFi in public areas and free self parking are also provided. Other amenities include an outdoor tennis court, a garden, and barbecue grills.
Room Amenities
All 42 rooms boast fireplaces and offer kitchens and dining areas. Refrigerators and microwaves are standard, as are TVs with cable channels.
Information missing or incorrect? Tell us!Opens in a new windowJohnston Canyon Resort
Hotel Amenities
Dining options at the resort include a restaurant, a coffee shop/café, and a snack bar/deli. High-speed wireless Internet access is complimentary. This Johnston Canyon resort also offers a terrace, barbecue grills, and gift shops/newsstands. Onsite self parking is complimentary.
- Total number of rooms - 42
- Tennis on site
- Barbecue grill(s)
- Coffee shop or café
- Gift shops or newsstand
- Free WiFi
- Garden
- Snack bar/deli
- Terrace
- Picnic area
- Restaurant
- Outdoor tennis court
- Free self parking
Family Friendly Amenities
- Free Wi-Fi
- Outdoor tennis court
- Kitchen
- Snack bar/deli
- Separate dining area
- Full-sized refrigerator/freezer
- Microwave
Available in some public areas: Free WiFi
Free self parking
Room Amenities
- Fireplace
- Air conditioning
- Coffee/tea maker
- Microwave
- Kitchen
- Television
- Separate dining area
- Full-sized refrigerator/freezer
- Cable TV service
- In-room climate control (air conditioning)
Where to Eat
Johnston Canyon Resort has a restaurant on site.
Nearby Things to Do
Recreational amenities at the resort include an outdoor tennis court.
The recreational activities listed below are available either on site or nearby; fees may apply.
- Kayaking nearby
- Mountain biking nearby
- Hiking/biking trails on site
Hotel Policies
Check-in time starts at 4 PM
Special check-in instructions:
Check-out time is 11 AM
Payment types
Children and extra beds
- Children are welcome.
- Pets allowed for an extra charge of CAD 15 per pet, per night
- Restrictions apply
- For more information contact the property at the number on the booking confirmation
You need to know
Extra-person charges may apply and vary depending on property policy.
Government-issued photo identification and a credit card or cash deposit are required at check-in for incidental charges.
Special requests are subject to availability upon check-in and may incur additional charges. Special requests cannot be guaranteed.
No rollaway/extra beds available
No cribs (infant beds) available
Optional extras
- Pet fee: CAD 15 per pet, per night
Hotel Name
- Johnston Canyon Resort
We should mention
Guests can arrange to bring pets by contacting the property directly, using the contact information on the booking confirmation (surcharges apply and can be found in the Fees section). Set meals are served in guestrooms only (no menus or public dining).


text:
Alan D - Unregistered March 08, 2011 11:59 PM Rob: "Yes the Renault is still looking good. Robert will be very much missed this year." Heidfeld is going to be on hiding to nothing with some people this year. If the car isn't great then people will put it down to Heidfeld and say Kubica could have done better. If Heidfeld is brilliant and finishes in, say, 3rd in the WDC, people will say "If Kubica had been driving, he'd have won the WDC". I think its quite possible that Heidfeld will do as good a job as Kubica could have done. 4 agree 1 disagree
Rob01 - Unregistered March 08, 2011 7:43 PM McL with Jenson at the wheel only .366 behind the Bull of Webber. Maybe the extra days have helped. Let's see tomorrow what the pecking order brings us. 3 agree 0 disagree


text:
Earn 100 Chope-Dollars at this Restaurant (?)
Thai, Seafood, Modern European
Mon-Sun: 05.30-10.30pm
31/1 Moo 6, The Pavilions Phuket,
Cherngtalay, Thalang, Phuket 83110,
Thailand Map
One of Phuket's sexiest bars, 360° sits at the highest point of The Pavilions amidst a bamboo thicket, with a stunning view of the surrounding hilltops and the horizon. All this is made even better by the romantic mood lighting that takes over once the sun sets, delicious tapas and cocktails, as w ...More
"A room with a view may be what some require for a romantic interlude but for others there's no beating a super-chic restaurant and a mind-blowing view." -Phuket.com
Freshly Shucked Oysters, Smoked Pork Back Ribs, Sundried Wagyu Beef, Goong Sarong Pops, Tuna Tataki, Love Poison, Phuket Mule


text:
King Kong P10 első generáció
- Added time: 2014-10-31
- Pixel Pitch: 10mm
- Cabinet Size: 640mm*640mm
- Cabinet weight: 8KG
- Environment: Indoor rental
KingKong First Generation P10 is especially designed for stage and booth rental application. With synchrocontrol system, applicable for DVI VGA, HDMI, S-VIDEO, COMPLEX YUV etc, it freely playback all kinds of videos, pictures, programs with pictures and words. It plays all kinds of information clearly in methods of real time, synchronization. It can display 2D and 3D animation, video, TV, VCD and live show as well.
As a totally new rental display, lightness and thinness are the most important features.
Lighter and thinner cabinet could be faster installed, uninstalled and transported, suitable for large area rental projects.
Main features of KingKong First Generation P10:
1. Adopting SMD 3 in 1 technology that makes the LED display has ultra-wide viewing angle and better surface flatness.
2. Flatness tolerance of the whole screen < 0.2 mm. It can eliminate the Mosaic effectively.
3. The screen presents delicate and vivid pictures through synchronous adjustment of color and brightness.
4. High contrast and refresh rate make the LED display work well without any delay or Ghosting.
5. Be compatible with a variety of signal source inputs, such as AV, S-Video, DVI, VGA, YPbPr, HDMI, SDI, DP, etc.
6. Professional aviation packaging has good protection effect to the rental control equipment.
7. Lightweight, ultra-thin design, 8 kg per cabinet.
8. Cabinet structure designed for hanging, faster assembly
9. Cabinets with fast lock design, fast and convenient to disassembly and assembly
Technical Specification |
Item |
Technical Parameter |
Best View Distance(m) |
≥30 m |
Pixel Pitch(mm) |
10 mm |
Pixel Density (dots/㎡) |
10000 dots/㎡ |
LED Type |
SMD3528 3-in-1 |
Cabinet Size (mm) |
640*640*63 mm |
Cabinet Weight (kg) |
8 kg |
Driving Method(s) |
1/4 s |
Brightness(cd/㎡) |
≥2300 cd/㎡adjustable by software |
Refresh Frequency(Hz) |
≥800Hz adjustable by software |
Max. Power Consumption(w/㎡) |
500 w/㎡ |
Ave. Power Consumption(w/㎡) |
300 w/㎡ |
View Angle |
120°horizontally, 120°vertically |
Grey Scale (color) |
16.7M colors(Synchronized) |
Color Temperature |
R.G.B brightness 256 level adjustable, color temperature is adjustable according to requirements |
IP(Protection Index) level |
Defects Rate |
<1/10000 dots |
Life Span(H) |
Operating Voltage |
AC220V±10%/AC110V±10%(Power can't be switched directly) |
Operating Temperature |
-20℃~+50℃ |
Operating Humidity |
Storage Temperature |
-20℃~+70℃ |
System Operating Platform |
PC Display Resolution |
1280*1024 |
Control PC |
With DVI Graphic card ( Brand PC recommended) |
Video Signal Mode |
RF、S-Video、RGB、RGBHV、YUV、YC etc |
Effective Control Distance Without Repeater |
CAT-5 network cable≦100m |
Multi-mode optical fiber≦500m ,mono-mode optical fiber≦20km |


text:
BMW 535i 2012
-car supports all major functions of the game-HQ salon and body-workin...
Volkswagen Touareg R50 2008
Features: -Model supports all game features-Correct rim size when tire...
Mitsubishi Lancer EVO 8 MR Tunable
Features-Working steering wheel-Brakeable glass-Dirt effect-Have LOADs...
Vaz Lada 2107 Riva v1.3
Features:-High-quality interior-Working dashboard-Dirt mapping-Broken ...
2010 Mercedes-Benz CL65 AMG
Features: -HQ Exterior -Good Interior -Breakable Glass -Tunable (3 Fro...
15 the most needed and useful mods
I hope it will be the greatest mod
by Marcandreasfranklin4 -
MMGE 3 - McFly's Magnum Opus
by brian0731 -
Ghost Rider mod 1.9
you need to transform on bike I guess ^^
by death324 -
Visual Car Spawner v1.0
I see the menu when i press H+7 but i cant click on anything.... pleas...
by r0admann1123 -
Vending Machine (Sprunk and CandyBox)
by Crossheat
Jacksheepe Mower replace for GTA 5
Lawn Mower-Super Sport
16 August 2016
Author: KAFAROS
If you contributed to the creation of this modification and consider that your rights have been violated, please let us know via the feedback form.
Jacksheepe Mower
Model to replace
This modification replaces Jacksheepe Mower model in the game.
Show all mods to replace Jacksheepe Mower
Automatic installation
This modification can be downloaded as an automatic installer that makes it easy to install the mod into the game (more info)


text:
Jobtitle | Company | Salary | City | Year |
It's FREE. Based on your input and our analysis. How we do it?
All fields are required for calculation accuracy.
Plumber salary is full-time annual starting salary. Intern, contractor and hourly pay scale vary from regular exempt employee. Compensation depends on work experience, job location, bonus, benefits and other factors.
Plumbing Service Technician Plumbline Services - Denver, CO |
Area/Roving Maintenance (Plumber) Monarch Investment and Management Group - , NM |
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text:
Idols of the Radio
From Wikipedia, the free encyclopedia
Idolos de la radio | |
Directed by | Eduardo Morera |
Produced by | Francisco Canaro |
Written by | Nicolás de las Llanderas Arnaldo Malfatti |
Starring | Ada Falcon Olinda Bozán |
Music by | Francisco Canaro |
Cinematography | César Sforza |
Distributed by | Films Ríos de la Plata |
Release date
Running time
100 minutes |
Country | Argentina |
Language | Spanish |
Idols of the Radio (Spanish: Idolos de la radio) is a 1934 Argentine tango film directed by Eduardo Morera and written by Nicolás de las Llanderas and Arnaldo Malfatti. Starring Ada Falcon, Tito Lusiardo and Tita Merello.
- Ada Falcon
- Olinda Bozán
- Ignacio Corsini
- Tito Lusiardo
- Antonio Podestá
- Pablo Osvaldo Valle
- Dora Davis
- Don Dean
- Mario Fortuna
- Eduardo de Labar
- Tita Merello
- Olga Mon
External links[edit]
This article related to an Argentine film of the 1930s is a stub. You can help Wikipedia by expanding it. |
This article about a musical film is a stub. You can help Wikipedia by expanding it. |


text:
Coaching & Games News
Click on Read More below for details of Coaching Courses on offer from Kilkenny GAA over the coming months. Some of these courses require pre booking and all clubs are asked to note the dates and venues.
Further details from James Meagher 087 3510045 (South Kilkenny Clubs) and Brían Ryan (087) 2492343 (North Kilkenny Clubs)
Development Squad News
Kilkenny GAA Development Squads
Saturday 28th January 2017- Contact Session 4
Players requested to come togged out with runners and bring a bottle of water. Please arrive 15 minutes before your time slot.
Click on Read More Below FOR YOUR TIME SLOT AND YOUR VENUE. Any Player unavailable MUST contact New Development Squads Chairman: Pat Tynan (087) 2651745 before next Saturday.
Membership Registration System
With the new playing season now underway all clubs are asked to ensure that their players are registered on the Servasport On Line Registration System. Quite a few clubs have new officers and may well need assistance in becoming familiar with the Servasport system. If any club needs any help with training or logging on to this system please contact IT Officer Seamus Reade on 085-1389397.
Scór Sinsir This Wednesday Night
Scór Sinsir will be held this coming Wednesday evening at James Stephens GAA Club in Larchfield with an 8pm start. Entries should be forwarded to Irish Cultural Officer Paul Fitzgerald at Mobile: 087 9745960 or email: firstname.lastname@example.com asap.
Picture shows Ballad Group from Graigue Ballycallan Club in recent Kilkenny Scór Final.
We are looking forward to seeing some new faces representing their clubs on the night.
Carrickshock & Mooncoin in Semi-Final Action Next Weekend
Next Sunday sees local clubs Carrickshock and Mooncoin attempt to reach their respective All Ireland Club Finals. Carrickshock are first into the fray when they meet Robert Emmets of London in the AIB Intermediate Semi-Final in Portlaoise at 1pm. Robert Emmets defeated Ulster champions St Brigids (Antrim) 0-16 to 0-14 in the quarter-final. Then at 2pm in Trim Mooncoin take on Lamh Dearg, the Ulster Champions, in the Junior Semi-Final. We will have score updates on both games on our twitter feed @KilkennyCLG together with updates on the Walsh Cup semi-final.
Kilkenny GAA wishes both clubs all the very best on Sunday. The finals will be played on Saturday 18th February in Croke Park.


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Class : Welcome to the Little School by the Sea Paperback
by Jane Beaton, Jenny Colgan
Part of the Maggie Adair series
'Funny, page-turning and addictive...just like Malory Towers for grown-ups' - Sophie Kinsella Maggie went to the window and opened it wide, inhaling the lovely, ozoney air off the sea.
Why had she never lived by the sea before? Why had she always looked out on housing estates and not the little white hulls of trawlers bobbing off in the distance? It's gloriously sunny in Cornwall as the school year starts at the little boarding school by the sea. Maggie, the newest teacher at Downey House, is determined to make her mark - but will it be at the expense of her relationship with safe, dependable Stan?
Simone has won a scholarship and wants to make her parents proud.
Forced to share a room with the glossy, pretty, clever girls of Downey House, she needs to find a friend, fast.
Fliss is furious at being sent away from her home. As Simone tries desperately to fit in, Fliss tries desperately to get out.
Over the course of one year, friendships will bloom and lives will be changed forever. "A brilliant boarding school book, stuffed full of unforgettable characters, thrilling adventures and angst..." - Lisa Jewell
- Format: Paperback
- Pages: 304 pages
- Publisher: Little, Brown Book Group
- Publication Date: 28/07/2016
- Category: Modern & contemporary fiction (post c 1945)
Free Home Delivery
on all orders
Pick up orders
from local bookshops


text:
Racetracks have already initiated a review of procedures related to pari-mutuel wagering in the wake of suspicious Breeders' Cup Ultra Pick Six wagers currently under investigation by the New York State Racing and Wagering Board."The need is clear to work on the confidence of our customers for the future," National Thoroughbred Racing Association commissioner Tim Smith said during a Nov. 1 teleconference. "We need to get the best systems and procedures as possible."One of the tracks that implemented new procedures is Santa Anita Park, where a $1-million guaranteed Pick Six will be offered Nov. 2. Sherwood Chillingworth, executive vice president of the Oak Tree Racing Association, said locks on the tote room door have been changed, a guard has been assigned to the room, and a security camera has been installed.In response to questions about public confidence, Chillingworth also said Pick Six handles at Santa Anita for Oct. 30-31 were higher than those from the same two days a year ago. The Breeders' Cup investigation was made public Oct. 28.Smith welcomed the latest developments but indicated there is a lot more to it. A new wagering technology task force is designed to be long-term."We continue to take this issue seriously, and we do have a confidence issue to address going forward," Smith said.Smith said the industry intends to ask the three major tote companies--AmTote, Autotote, and United Tote--to conduct computer security audits. He also said there are "differences in procedures" at the tote companies.The winning tickets in the Ultra Pick Six, worth more than $4 million, have been frozen. Under Breeders' Cup policy, if there aren't perfect tickets, those with five of six winners are paid. Officials said the Illinois Racing Board, which regulates 2002 Breeders' Cup World Thoroughbred Championships host Arlington Park, would handle the payout when the probe is completed.Breeders' Cup president D.G. Van Clief Jr. said the organization may very well end up implementing "event-specific practices" as a result of the investigation and the study of tote technology.
Pari-Mutuel Procedures Under Review at Racetracks
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Saturday, January 5, 2013
An Epiphany on Paperwhites
For many years, I have planted paperwhites to use for my Christmas decor, and then again throughout the winter to have a fresh spot in a dreary time of year. I plant them in some small, black Japanese river rocks in place of potting soil, and I re-use the rocks for years. Some folks do not like the smell of paperwhites, so I am cautious where I place them.
This is the look I am always wanting, with stong, straight foliage.
But here's what often happens. The stems flop and look messy and sad.
I've often resorted to this! Or, sometimes I plant them in the bottom of a tall, straight-sided clear glass vase, so that they are sort of confined, and that makes them look neater.
One day late fall, I was at a wonderful decorating seminar at ADAC, and Kathryn Greeley was the featured speaker. Afterward, I was chatting with her (while eyeing the buffet line at the luncheon), and somehow we talked about paperwhites. She said that she heard that if you add gin to the water for them, that they did not get leggy, but she didn't know what the proportions were.
Well, sweet Tony Conway (caterer extrordinaire from A Legendary Event) overheard us and piped up, "one cup of gin to a gallon of water"!!!!!
And there you have it!!!! I used this "recipe" for my bulbs this year and I had the best, straightest, healthiest, prettiest blooms and foilage, EVER!
Thank you Tony and Kathryn!
This hint didn't get my gifts purchased, my cards printed, my entertaining planned, or my airline reservations made. It didn't sweep up piles and piles of dry pine needles afterward, or sort my decorations into perfectly labled bins, but it did solve one irksome little holiday detail and it made me happy, happy, happy!!!!!
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MIT energy and climate thought leaders play integral part in discussions at CERAWeek 2017.
March 24, 2017Geologist Oliver Jagoutz scales mountains to gain tectonic insights.
March 23, 2017Physics professor and former U.S. Energy Secretary will lead nuclear security nonprofit while continuing his work at MIT.
March 23, 2017Surprisingly, the neurons are located in a brain region thought to be linked with fear.
March 22, 2017MIT senior in brain and cognitive sciences and women's and gender studies honored for community work supporting mental health and women in STEM.
March 21, 2017A trailblazing industrial and environmental chemist, Ellen Swallow Richards was MIT's first female graduate and first female instructor.
March 21, 2017Mexico City and Washington are upcoming host cities for the Better World tour.
March 20, 2017Fresh from nearly four years as U.S. Energy Secretary, Moniz returns to his roots at MIT.
March 17, 2017Over the next century, southern Africa will see widespread decreases in maize production.
March 16, 2017Kids ask tough questions; MIT students, staff, and faculty answer. This episode of "#AskMIT" describes how much of our brains we really use.
March 15, 2017Study sheds light on interactions that change the way heat and electricity move through microchips.
March 14, 2017Data suggest black holes swallow stellar debris in bursts.
March 14, 2017MIT Media Lab event, Beyond the Cradle, launches a new initiative to explore the final frontier.
March 14, 2017Hare, Hughes, and Yang receive the Institute's highest undergraduate teaching award.
March 13, 2017With chemistry and light, researchers can tune the focus of tiny beads of liquid.
March 10, 2017Researchers have discovered a new way to tune electronic energy levels in some 2-D materials.
March 9, 2017Talented high school researchers attending the annual AAAS/AJAS conference in Boston meet with MIT faculty.
March 8, 2017MIT ranked within the top 5 for 19 of 46 subject areas.
March 8, 2017Newly discovered phenomenon accelerates electrons as they enter a viscous state.
March 6, 2017New estimate predates earliest fossil evidence by 800 million years.
March 6, 2017


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There have been a noted lack of updates around here lately... Sorry about that. It's partially because I've been pretty busy, and partially because the tool I was using to maintain this site was rather cumbersome.
So, here's the new -- and easier to update -- development site!
In the next few days I'll be posting an update on version 0.8, and talk about where Comatose is heading from here. Stay tuned!


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CodePlexProject Hosting for Open Source Software
This is my first time trying to integrate Facebook to a .NET website.
Im currently using this code:
using System; using System.Collections.Generic; using System.Linq; using System.Web; using System.Web.UI; using System.Web.UI.WebControls; using Facebook; using Facebook.Web; using Facebook.Rest; public partial class web_Default : System.Web.UI.Page { private const string ApplicationKey = "XXX"; private const string SecretKey = "XXX"; private Api _facebookAPI; private List<EventUser> _eventUsers; private ConnectSession _connectSession; protected void Page_Load(object sender, EventArgs e) { } }
Wich gives me this error:
Line 15: private const string SecretKey = "5935dac77b61a8035de480c270016094"; Line 16: private Api _facebookAPI; Line 17: private List<EventUser> _eventUsers; Line 18: private ConnectSession _connectSession; Line 19:
What am i missing?
I have added Facebook.dll and Facebook.Web.dll to my Bin folder.
You need to create the EventUser class. You are probable following the connect tutorial. If you unzip the samples zip file and look at the facebook connect example, you will find the complete source code.
Are you sure you want to delete this post? You will not be able to recover it later.
Are you sure you want to delete this thread? You will not be able to recover it later.


text:
Dc Shoes Marine Park Boys
- Boardshort
- 4-way stretch fabric
- Print design
- 4-way stretch fly
- Zip-up welt pocket on right side leg
- Seamless side panels
- 18 outseam
- 92% Recycled Polyester, 8% Elastan
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text:
Get a complete view of your customers, including activity history, key contacts, customer communications, and internal account discussions.
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Use a feed of your customers' social content to understand what they are saying about products or services. You'll uncover valuable insights into your customers' issues, so you can proactively provide answers.
Moving your contact management online and in the cloud enables collaboration across the organisation. Our social collaboration tools are designed for you to share insights, relevant documents, and more on every business record and contact.
Access all of the account and contact data you need to keep deals moving, from anywhere. The Salesforce1 Mobile App pulls in valuable social profile information from your accounts and contacts, giving you deep insights so you can walk into that important sales meeting with confidence.


text:
Starting to experiment with decorating ideas using Victorian die cuts - different ways to display and enjoy them outside of the scrapbook and collecting box.
Because they are so detailed and small I thought grouping them on a shelf might have more of an impact.
The matching frames help to tie it all together....
Will be sharing this over at
Ivy and Elephants
No Minimalist Here
Time Travel Thursday
There Will Come Soft Rains
1 week ago


text:
Friday, July 10, 2009
2 comments:
- Ann's Rants said...
All I want to write is "yum" but that sounds like I'm staring at a plate of chicken wings.
So adorable and the zztop hook made me come back.
You are hilarious as always, Joanne. - 8:24 PM
- Joanne said...
They're a lot yummier in person, kicking furiously.
Nice to hear from you Ann. - 12:20 AM
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Post Comments (Atom)


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Alaska Retirement enters infrastructure sector
September 26, 2013
Andrea Waitrovich
The $23.4 billion Alaska Retirement Management Board (ARMB) has made its first investments in infrastructure, committing $300 million to two open-end infrastructure funds.
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text: Aku Bibi exquisite body of chan Japoruno Second Coming! ! What this time grinded invitation of etch Pies in the field from Mimi! The open – under the sky of its beauty body! "Pussy Pies sky under, I ♥ It has become preparation" That's right ~! Excitement that might be seen. … Mimi to revel in the thrill. The beginning and I'm Mimi, which has been Hajira~tsu, in chat steadily comfortably ~ Kuna~tsu, and pleasure in sexual intercourse out in the field! ! You can put fascinated by I find pleasure in various places! Please and Naku~tsu miss!


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Football Ends Spring Ball With 75-Minute Scrimmage
Transfer running back Lache Seastrunk tallied 138 yards on the ground.
Baylor, Iowa State Postgame Notes
No. 25 Baylor 49, Iowa State 26
Football Wraps Up Fall Scrimmage, Meet the Bears
Fans watch scrimmage then enjoy autographs with players at Meet the Bears.
Football Wraps Up Spring With Final Spring Scrimmage
QB Robert Griffin III completed 21-of-26 passes for 266 yards to lead Baylor offense.
Alamo Bowl - AP Photo Gallery
Alamo Bowl, No. 12 Baylor vs. Washington - AP Photo Gallery
Baylor AlamoBowl vs. Washington - 12/29/2011
Baylor Football vs. Texas Tech - 11/26/2011
Tackles | |||||||||
Year | G/GS | UT | AT | TT | TFL-Yds | QB-Yds | FF/FR | PBU | Int-Yds |
2009 | redshirt | ||||||||
2010 | 12/0 | 12 | 10 | 22 | 1.0-8 | 1.0-1 | 0/0 | 1 | 0-0 |
Career | 12/0 | 12 | 10 | 22 | 1.0-8 | 1.0-1 | 0/0 | 1 | 0-0 |
Fourth-year reserve nickelback... Recorded 22 reps in 225-pound bench press, timed at 4.54 in 40-yard dash.
2011 (Sophomore): Played in all 13 games, primarily as special teamer... Saw action from scrimmage as nickelback in four of 13 games... Totaled five solo tackles, one interception and one fumble recovery on season... Made one tackle in five different games... Intercepted pass and returned it nine yards in win over Iowa State in fifth game... Recovered fumble in Alamo Bowl win over Washington... Moved from linebacker to nickelback during spring 2011. 2010 (Redshirt Freshman): Played in 12 of 13 games in redshirt freshman season, nine as reserve linebacker and three exclusively on special teams... Earned first collegiate letter... Totaled 22 tackles, one sack and one pass breakup... Made four tackles in collegiate debut in season-opening win over Sam Houston State... Had three solo tackles and pass breakup in win over Buffalo in second game... Recorded season-high five tackles (four solo), including sack (-8 yards), in win at Rice in fourth game... Had 16 tackles through first five games, made six tackles over final seven games of regular season... Played primarily special teams d to retain eligibility.
High School: Defensive standout at Ronald Reagan High School in San Antonio... Led head coach David Wetzel's Rattlers to 2008 District 26-5A championship as senior... Earned first-team All-District 26-5A honors as defensive back as senior... Credited with more than 130 tackles as senior... Earned second-team San Antonio Express-News All-Area 5A honors... Helped Reagan to 11-3 record and 2007 DI quarterfinals as junior... Totaled 137 tackles and six interceptions as junior.
Personal: Son of Anthony Smith and Marlene Smith... Full name is LeQuince Rasean McCall... Born Aug. 6, 1991, in Austin, Texas... Majoring in general studies.


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Senior Accountant – Healthcare
Columbia healthcare provider has an immediate need for an experienced accountant with experience in a physician practice group. Position will have a variety of duties, including transactional accounting, general ledger, closing process, financial and management reporting, budget preparation and variance analysis, account reconciliations, physician compensation, and miscellaneous other duties as assigned.
Ideal candidate should have a Bachelors degree in Accounting or equivalent and 5+ years of broad accounting experience in a physician practice management setting. Additional experience in hospital accounting ideal. CPA preferred. Must have solid Excel, analytical, time management, and multi-tasking skills and ability to work in a fast-paced, dynamic environment.
To $80K.
Please submit your résumé in Word or PDF format to [email protected].


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Hotels near Williamsburg Bridge
Get Secret Prices on select hotels
These prices aren't available to everyone.
Deal of the day
Trending now in New York
206 people looked at this hotel in the last hour
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"Apartment is large,very comfortable, clean, and well-maintained"
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131 people looked at this hotel in the last hour
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"Have stayed at this location numerous times. Clean, basic. Love the location. Walkable to explore Lower East Side, Chinatown. Often can find street parking on weekends. Staff are friendly. Rooms are on the small-side but clean and comfortable. Price is often good for NYC. This time the ..."
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125 people looked at this hotel in the last hour
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"I was in NYC for business to attend the Architectural Digest Design Show and booked a room at the Hotel on Rivington for one night. My colleagues and I really enjoyed the staff and accommodations. Everyone was pleasant and helpful. Upon arrival, we were given complimentary coffee and wine tickets..."
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"Really enjoyed our stay. Zac and mario were very friendly and helpfull. Yoga classes a great bonus and the breakfast was a great start to the day."
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"No complaints whatsoever. This is a very affordable hotel by Manhattan standards. The room was small but I expect that in Manhattan, and it was clean and comfortable. My room was on the 6th floor facing the street and although I could here street noise it never bothered me. The neighborhood is ..."
A Traveller, Jul 2016, US
42 people looked at this hotel in the last hour
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"Just enough room for a short term stay. The staff was very accommodating. The location is two blocks from Penn Station and there are plenty of good bars and restaurants in the area. You cannot beat the price"
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Map of hotels near Williamsburg Bridge
- Times Square
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- Radio City Music Hall
- Museum of Modern Art
- Theatre District
- MetLife Stadium
- Harmon Cove Outlet Center
- Downtown Brooklyn
- Harlem
- Williamsburg
- Prudential Center
- Meatpacking District
- Lincoln Center
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The Spring Prospective Club Recognition Process began on Thursday, January 26, 2017 and the acceptance of Interest Forms concluded on Monday, February 6 at 5 pm. Please click the link in the yellow box to learn about the process.
There are more than 480 recognized clubs and organizations at Notre Dame. You are encouraged to check this list of current student clubs to see if there is one with a similar purpose before submitting a prospective club interest form. Not finding a group that matches your interests? All of the details you need for submitting a prospective club proposal can be found here.
Before you begin, please consider all of the information provided below. Submitting a complete proposal for a new club is not an overnight process. The information below includes details regarding required paperwork and meetings. All of the information submitted in association with your proposal will be closely reviewed.
Club Officers and Membership
- Only ND/SMC/HCC students may hold officer positions.
- At least half of the officers must be enrolled as students at Notre Dame (the others must be students at Saint Mary's or Holy Cross College). If your club is seeking funding from the Club Coordination Council, (CCC), a branch of the undergraduate Student Government., at least half of the officers must be Notre Dame undergraduate students.
- Clubs may not grant membership to community members, parents or alumni; this would be contradictory to the concept of a student organization.
Club Budget, Accounting, and Membership Dues
- All undergraduate clubs which intend to apply for a student activity fee allocation are required (by the Club Coordination Council, CCC) to charge a membership fee. The only exceptions to this rule are the social service clubs, which do not require a fee.
- All recognized clubs will be issued a university account, maintained through the Student Union Treasurer's office. Clubs may not have off-campus bank accounts.
- In
order to receive optimal University funding (through the CCC), undergraduate
clubs should avoid restricting their membership.
- Recognition of clubs is at the discretion of the Director of Student Activities, Programming.
- Before final approval is granted, all prospective clubs must demonstrate that they will sustain themselves over time.
- The role of the Program Coordinator is to assist students and liaise the process of starting new clubs. Do not hesitate to contact the Student Activities Office with any questions, concerns or problems.
- There will be open office hours for students to stop by and get assistance with the process - hours may be found here
From the Club Coordination Council, Information (CCC) on their Approval Process
Proposed clubs which meet University stipulations for recognition will continue through the process as follows:
- The
Club Coordination Council (CCC) is notified that the club meets University
stipulations so that the CCC can review the club and place the club
in a division.
- If
the CCC determines that an existing group already fulfills the purpose
of the prospective club, a reevaluation with the SAO occurs. The CCC will evaluate potential club Constitutions, Purpose Statements,
suggested major events, and intended audience/constituency on campus and
compare these with existing clubs in their determination.
- If the CCC determines that the club is not justified or warranted (for example: the group does not need club recognition to serve its purpose), a reevaluation with the SAO occurs.
- The CCC notifies the SAO of the club's placement within a division. The SAO notifies club officers and advisors of approval for probationary status by letter. The CCC is copied on the letter. An account with the Student Union Treasurer's Office will be set up and a netID for the group will be requested.
- The terms and expectations of new club probationary status are outlined here.


text:
In the spring of 2015, The Union Station Redevelopment Corporation launched a […]
by Sebastian Junger
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October 1991. It was "the perfect storm"--a tempest that may happen only once in a century--a nor'easter created by so rare a combination of factors that it could not possibly have been worse. Creating waves ten stories high and winds of 120 miles an hour, the storm whipped the sea to inconceivable levels few people on earth have ever witnessed. Few, except the six-man crew of the "Andrea Gail," a commercial fishing boat tragically headed toward the storm's hellish center.
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