text:
package net.ssehub.easy.instantiation.core.model.templateModel;

import java.util.List;
import java.util.Map;

import net.ssehub.easy.basics.modelManagement.IVersionRestriction;
import net.ssehub.easy.basics.modelManagement.IVersionRestriction.IVariableMapper;
import net.ssehub.easy.basics.modelManagement.RestrictionEvaluationException;
import net.ssehub.easy.instantiation.core.model.common.Advice;
import net.ssehub.easy.instantiation.core.model.common.ExpressionStatement;
import net.ssehub.easy.instantiation.core.model.common.Typedef;
import net.ssehub.easy.instantiation.core.model.common.VariableDeclaration;
import net.ssehub.easy.instantiation.core.model.common.VilException;
import net.ssehub.easy.instantiation.core.model.expressions.CopyVisitor;
import net.ssehub.easy.instantiation.core.model.expressions.Expression;

/**
 * The copy visitor for VTL expressions.
 *
 * @author Holger Eichelberger
 */
public class ExpressionCopyVisitor extends CopyVisitor implements IVisitor {

    /**
     * Creates a new copy visitor.
     *
     * @param mapping the variable mapping to be considered while copying (may be null for no mapping)
     * @param reuse whether leaves shall be reused rather than created again
     */
    public ExpressionCopyVisitor(Map<VariableDeclaration, VariableDeclaration> mapping, boolean reuse) {
        super(mapping, reuse);
    }

    /**
     * Creates a new copy visitor.
     *
     * @param mapping the variable mapping to be considered while copying (may be null for no mapping)
     * @param reuse whether leaves shall be reused rather than created again
     * @param mapper an optional variable mapper (may be null if absent)
     */
    public ExpressionCopyVisitor(Map<VariableDeclaration, VariableDeclaration> mapping, boolean reuse,
        IVariableMapper mapper) {
        super(mapping, reuse, mapper);
    }

    @Override
    public Object visitAdvice(Advice advice) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitExpressionStatement(ExpressionStatement statement) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitTemplate(Template template) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitDef(Def def) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitTemplateBlock(TemplateBlock block) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitAlternative(AlternativeStatement alternative) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitLoop(LoopStatement loop) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitSwitch(SwitchStatement swtch) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitContentStatement(ContentStatement cnt) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitJavaExtension(JavaExtension ext) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitTemplateCallExpression(TemplateCallExpression call) throws VilException {
        Expression result = new TemplateCallExpression(call.getModel(), call.getResolved(), copyCallArguments(call));
        result.inferType();
        return result;
    }

    @Override
    public Object visitFlush(FlushStatement stmt) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitWhile(WhileStatement stmt) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitTypedef(Typedef typedef) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitVariableDeclaration(VariableDeclaration var) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitCompound(net.ssehub.easy.instantiation.core.model.common.Compound compound) throws VilException {
        throw new VilException("not an expression", VilException.ID_INTERNAL);
    }

    @Override
    public Object visitContentAlternativeExpression(ContentAlternativeExpression ex) throws VilException {
        List<Expression> thenEx = copyExpressions(ex.thenEx());
        List<Expression> elseEx;
        if (ex.getElseExpressionsCount() > 0) {
            elseEx = copyExpressions(ex.elseEx());
        } else {
            elseEx = null;
        }
        return new ContentAlternativeExpression(copyExpression(ex.getCondition()), thenEx, elseEx);
    }

    @Override
    public Object visitContentLoopExpression(ContentLoopExpression ex) throws VilException {
        List<Expression> bodyEx = copyExpressions(ex);
        return new ContentLoopExpression(ex.getIterator(), copyExpression(ex.getInit()),
            copyExpression(ex.getSeparator()), copyExpression(ex.getEndSeparator()), bodyEx);
    }

    @Override
    public Object visitContentVarDeclExpression(ContentVarDeclExpression ex) throws VilException {
        return new ContentVarDeclExpression(ex.getVariable());
    }

    @Override
    public Object visitContentImportExpression(ContentImportExpression ex) throws VilException {
        IVersionRestriction res = null;
        if (null != ex.getVersionRestriction()) {
            try {
                res = ex.getVersionRestriction().copy(getMapper());
            } catch (RestrictionEvaluationException e) {
            }
        }
        return new ContentImportExpression(ex.getTemplate(), res);
    }

}

redpajama_set_name: RedPajamaGithub


text:
India's First Test Tube Baby Is A Mother of Two
Dr Indira Hinduja had performed India's first successful IVF delivery on August 6, 1986. Mani Chawda's daughter, Harsha, became the country's first IVF baby. Thirty years later, Dr Hinduja delivered Harsha's baby, defying the myths which say that IVF babies cannot lead a normal life.
Dr Hinduja had attempted IVF with about 17 couples before she met the Chawdas, who had been trying to have a baby for four years, reported HT.
The couple found success on their very first attempt and baby Harsha was born at the King Edward Memorial Hospital in central Mumbai. Late Dr Kusum Zaveri was also roped in by Dr Hinduja to assist as she was afraid that her hands might shake.
Read Also: Pune Hosp Conducts India's First Uterus Transplant
Harsha's mother, Mani, received congratulatory letters from all over the country after Harsha was born. "They were congratulating me. One woman came all the way from Worli to our house in Jogeshwari to discuss IVF because she wanted to do it too," Mani recalled.
Misconceptions around IVF
The couple faced problems as the concept of IVF was new and people made all sorts of comments due to lack of knowledge at that time. At Mani's baby shower, media turned up at their house. Her extended family then got to know that she had conceived through IVF.
She said, "Once they knew, there were all sorts of comments. Some said the baby would be born with four hands; others wondered if it was even my husband's. But Dr Hinduja had assured us that the baby was ours. We also found support in Harkisan Mehta [then editor of the Gujarati weekly Chitralekha], who travelled to the US and returned with photographs of IVF babies. He showed them to us and told us how a test-tube baby was normal abroad."
Harsha, now 32, and a stay-at-home mom, said she had figured she was an IVF baby. "Every year, the media would come to take photographs of me on my birthday. I'd hear them refer to me as a test-tube baby," she said.
Read Also: Only 20% IVF Clinics Registered With Govt
Once she grew up, she started using test tubes at school for experiments. She said, "I associated test tubes with experiments and wondered if I was one too. I was very upset."
Her parents then called up Dr Hinduja to explain the matter to her. They remained in touch and roped her in when it was time for Harsha to have her own child.
Harsha says, "She's like my godmother."
Dr Hinduja said Harsha's normal delivery is a proof that IVF babies lead a normal life. "To watch Harsha grow up, marry… she now has two children, a boy and a girl. The whole experience has been incredible and I'm grateful to God that I was part of it," she said.
Picture Credit: Mashable
Read Also: Uterus Receiver Completes First 12 Weeks Of Her Pregnancy
Kriti Dwivedi is an intern with SheThePeople.Tv
Mr Minister, Women Want To Soar Heights. Pregnancy And Marriage Is Not The Only Aim
Looking Back On How New Mom Anushka Sharma Traced Her Pregnancy On Social Media
Anushka Sharma Slams Publication For Invading Her Privacy
Anushka Sharma Slams Paparazzi For Invading Privacy: Why Should It Even Come To This?
Nine Months Pregnant Woman, Six Babies Among 265 Migrants Rescued In Mediterranean Sea

redpajama_set_name: RedPajamaCommonCrawl


Category: Necklaces. Tags: aquamarine, artisan, back to school, birthday gifts, birthstone, birthstone jewelry, birthstone necklace, black chain, Blue Gemstones, briolettes, buy from small business, christmas gifts, fashion, fashion trends, gemstone jewelry, gifts, graduation, Holiday gifts, jewllery, made in canada, March birthstone, mixed metals, modern jewelry, mothers day, necklaces, new products, new styles, oxidized silver, products, prom jewelry, rose gold, rose gold jewelry, small business, sterling silver, teacher's gifts, unique handmade products, Valentines gifts, wire wrapped.
Aquamarine drops are 12 mm x 7-8mm big, and are wire wrapped in rose gold filled wire, attached to a rose gold organic shape circle link, with three small wire wrapped aquamarine beads. Black oxidized sterling silver chain.
Necklace is 21″ long with an extension.
Aquamarine is a "Stone of Courage and Protection".
According to legend, aquamarine originated in the treasure chest of fabulous mermaids, and has since ancient times, been regarded as 'the sailor's lucky stone'. Aquamarine derives its name from the Latin term for seawater and has a long tradition of being a stone for those who spend much of their time at sea. Legend has it that aquamarines were the prized possessions of many mermaids and would thus protect sailors from the dangers of sea, including warding off sea-sickness.
Aquamarine can be used to promote verbal self-expression and clear communication blocks. Encouraging clarity of thought, Aquamarine can aid in the assimilation of new knowledge, making it a great crystal for students of all kinds. Aquamarine encourages intellectual growth and inner knowledge. Aquamarine is often used to enhance one's intellectual prowess, helping one to think quickly to come up with solutions on the fly. Many also use Aquamarine to help with reasoning and promote logic.
Aquamarine allows one to look at emotional situations from other perspectives. It can help overcome judgment of others, encourage tolerance and can bring peace and calm to the overactive mind.


Campion Sales, representing the hottest brands in Security and Electronics for 75 Years.
Since our beginning in 1927, we've successfully represented literally hundreds of brands. Simply put, we are experts in establishing strong sales for new and established brands.


text:
Q: NHibernate Map default item from a collection Lets say  I have a class Foo like the following:
public class Foo
{
    public virtual int FooId { get; protected internal set; }
    public virtual List<Bar> bars { get; protected internal set;}
    public virtual Bar DefaultBar { get; set; }
}

Where Foo has a collection of Bar and has a property DefaultBar of type Bar.
The collection of bars is stored in a table with the following fields
FooBarID   int   PK
FooID      int   FK
BarID      int   FK
Default    bit

Where only one row for a collection of matching FooID values can have a Default=1.  Ignoring this poor design (needed by legacy system),
In my map I have the following:
<class name="Bar">
  <id name="BarID" generator="native" unsaved-value="0" />
</class>

<class name="Foo">
  <id name="FooID" generator="native" unsaved-value="0" />
  <set name="Bars"
       table="FooBars">
    <key column="FooId" />
    <many-to-many class="Bar" column="BarId" />
  </set>

</class>

How would I map the value indicated by BarID in the single matching row with Default=1 to the DefaultBar property of the Foo instance?

A: I suppose configuring the "formula" for your property can help you. See this link.

redpajama_set_name: RedPajamaStackExchange


text:
Supreme Court1985
Frantz Manufacturing Co. v. EAC Industries
Frantz Manufacturing Co.v.EAC Industries
Supreme Court of DelawareAug 19, 1985
501 A.2d 401 (Del. 1985)
Boilermakers Local 154 Ret. Fund v. Chevron Corp.
3 Stephen A. Radin, The Business Judgment Rule: Fiduciary Duties of Corporate Officers 3498 (6th ed. 2009)…
Underbrink v. Warrior Energy Services Corp.
" As with any other action taken by a board of directors, the Warrior Board had to exercise its fiduciary…
holding that stockholder bylaws which, inter alia, required stockholder approval for indemnification of directors were valid under Delaware law
Summary of this case from Bebchuk v. CA, Inc.
determining the validity of a bylaw requiring a unanimous director vote and the validity of non-compliant action
Summary of this case from Carsanaro v. Bloodhound Techs., Inc.
Submitted: August 19, 1985.
Decided: August 19, 1985. Opinion Released: December 5, 1985.
Upon appeal from the Court of Chancery. Affirmed.
Lewis S. Black, Jr., and Paul P. Welsh (argued), of Morris, Nichols, Arsht Tunnell, Wilmington, and Theodore W. Grippo, James A. Klenk, Barry Ginsberg and Margaret S. Determan, of Reuben Proctor, Chicago, Ill., of counsel, for defendants below-appellants.
Allen M. Terrell, Jr., Wendell Fenton and Samuel A. Nolen, of Richards, Layton Finger, Wilmington, and Harold C. Wheeler (argued), Robert F. Wall and James Vroman, of Winston Strawn, Chicago, Ill., for plaintiff below-appellee.
Before CHRISTIE, C.J., McNEILLY and MOORE, JJ.
CHRISTIE, Chief Justice:
The issues in this case focus on the fiduciary duties of the boards of directors of both a target corporation, Frantz Manufacturing Company ("Frantz"), and an acquiring corporation, EAC Industries ("EAC"), after the acquirer has taken control of the target corporation by use of the shareholder consent procedure of 8 Del. C. § 228.
8 Del. C. § 228(a) states in pertinent part:
Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
EAC sought a preliminary injunction in the Court of Chancery to nullify the actions taken by the Frantz board to regain control of the corporation. The Frantz board had tried to dilute EAC's newly acquired control of 51% of the voting stock of Frantz after EAC had taken steps to assert its control of Frantz. To do this, the Frantz board had transferred 125,000 of its treasury shares to an Employee Stock Ownership Plan ("ESOP") four days after EAC had tendered shareholder consents to Frantz, pursuant to 8 Del. C. § 228, by which EAC had altered the Frantz bylaws and placed EAC's president on Frantz' board of directors. The amendments to the Frantz bylaws required, among other things, that all directors be present for a quorum at a board meeting and that a unanimous vote of directors is necessary for all action taken by the board and its committees.
In the Court of Chancery, EAC sought a declaration that the shareholder consents amending the Frantz bylaws were legally effective, and that the subsequent reaction of Frantz management in attempting to deprive EAC of control of Frantz by issuing stock to others was ineffective. Frantz counterclaimed and sought a determination that EAC's bylaw amendments were invalid because the ESOP had been properly created and funded, and the stock issued to the ESOP diluted EAC's purported control of Frantz.
The Court of Chancery concluded that the injunction should issue because the actions of the Frantz board to regain control of the corporation were: (a) not informed, (b) a retrospective defensive maneuver not protected under the business judgment rule, and (c) inequitable conduct undertaken to entrench Frantz management. Frantz then sought review in this Court.
On August 19, 1985, we affirmed the order of the Court of Chancery and found that the EAC consents effectively changed the Frantz bylaws and declared the dilution of EAC's controlling stock ownership by Frantz' funding of an ESOP to be void. This opinion constitutes a further explanation of the rulings announced.
First, we address whether EAC's bylaw amendments adopted by shareholder consents were valid under the circumstances. Next, we consider whether the ESOP could be funded in response to a shift in majority ownership of the shares of a corporation without the consent of the new majority which had already asserted control of the corporation by amendments to the bylaws. Finally, we consider whether a director breached his fiduciary duty to the target corporation (Frantz) and its shareholders when he tendered his resignation as a director at the same time he sold his shares to the acquiring corporation (EAC).
Frantz is a small manufacturing company with more than $7 million in cash reserves. Although Frantz' shares are publicly traded on the American Stock Exchange, prior to recent events it had only about 700 stockholders, and most of its stock was held by the corporation's founding families or in trust for those families. Prior to April 17, 1985, the board was composed of six directors serving staggered terms. All but one of the directors were closely related to the Frantz corporation.
Thomas Rosenow, the chairman of the board, was the former president of the company. H. Barrett Musgrove was the current president and chief executive officer. James W. Collins was a partner in the law firm retained by Frantz. Bernard U. Bivin and John H. Rutt were former long-time employees of Frantz. Charles R. Bickel was a bank officer in Frantz' principal place of business.
Thomas Rosenow's health was impaired by a series of strokes which limited his speech, memory, and ability to read. Because of his failing health, Mr. Rosenow retired on March 31, 1985. The Board's minutes of February 22, 1985 reflect that the Board was well aware of Rosenow's condition and imminent retirement.
The struggle for control of Frantz began in the spring of 1984 when Snyder, McAlaine Castle ("SMC"), a Philadelphia-based investment firm, sought to acquire a position in Frantz stock. By May, 1984, SMC held 6.9% of the outstanding shares. In the following months, SMC discussed the possibility of taking Frantz private through a leveraged buyout with the Frantz management.
Negotiations between Frantz and SMC were unsuccessful, however, and Frantz management began to explore the feasibility of taking the company private without SMC. One option for taking the company private involved establishing an Employee Stock Ownership Plan ("ESOP") which would hold 100,000 shares of Frantz stock.
When Frantz began formulating a management-sponsored leveraged buyout, there were approximately 771,902 Frantz shares outstanding, with an additional 285,674 shares held in the company treasury. The largest single block of shares was held in trust and controlled by the Northern Trust Company of Chicago ("Northern") for the benefit of the Wyne family. In addition, the Wyne Foundation, a family trust controlled by Thomas Rosenow and his wife, controlled 44,000 shares.
Musgrove, Frantz' president and chief executive officer, began discussions with Northern in an attempt to acquire the Northern holdings, along with the shares of SMC, the Rosenows, and the Wyne Foundation. The shares to be issued to the ESOP were important to Frantz' plan to take the company private because Frantz without them would be short of a majority after acquiring the shares held by Northern, SMC, the Wyne Foundation, and Rosenow.
In the summer of 1984, Musgrove prepared several documents which analyzed some of the financial considerations for taking the company private. At the Frantz board meeting on August 17, 1984, Musgrove presented his proposals for a management-led leveraged buyout. The board discussed the mechanics of taking the company private and some specific features of the proposed ESOP. The board began to consider having the company purchase 339,000 shares held by Northern, SMC, the Wyne Foundation, and Rosenow and establishing an ESOP with 100,000 of these shares. The board authorized James Collins, the company's lawyer and a member of the board, to begin drafting the necessary documents to create an ESOP and to locate an investment firm to do a valuation of the company's stock. For this valuation, Frantz retained the investment banking firm of Bacon, Stifel, and Nicholas ("Bacon, Stifel").
Between October, 1984, and February, 1985, Frantz attempted to acquire the shares of Northern and SMC, but the offers were rejected. In early February, 1985, Northern and SMC agreed among themselves to vote and sell their Frantz stock together so that they could both get the highest price possible for their shares. Prior to a Frantz Board Meeting on February 22, 1985, SMC informed Musgrove of the arrangement between SMC and Northern. Thus, at that time about 44%, including the Rosenow and Wyne Foundation shares, of the company's issued and outstanding stock was for sale to the highest bidder.
In preparation for the February 22 board meeting, Musgrove asked the company treasurer, John McCormick, to prepare financial projections of the impact on the company's book value per share and earnings per share of purchasing 339,000 shares of Frantz stock under two different plans. The first plan assumed that Frantz would purchase the stock at $40 per share and retire the shares to the company treasury. The second plan assumed that Frantz and an ESOP would purchase the blocks of stock together, with the ESOP acquiring 100,000 shares, and Frantz retiring 239,000 shares. No analysis was prepared considering Frantz selling treasury shares to an ESOP in a stand-alone transaction.
At the February 22 meeting, the board of directors discussed possible sources of funding for a tender offer and leveraged buyout. The board discussed McCormick's financial projections in two plans for taking the company private and considered funding an ESOP with previously issued and outstanding stock which would be purchased from Northern. The board may have discussed funding an ESOP with treasury stock or authorized but unissued stock, but this source of funding had not been part of any analysis presented to the board. Since Musgrove and Collins had determined that the proposed ESOP would receive IRS clearance without shareholder approval, the board passed a resolution directing the officers to set up an ESOP without requiring shareholder approval.
The corporate resolution stated:
Resolved, that the proper officers of this corporation be and hereby are directed to do all things necessary and proper for funding the Frantz Manufacturing Company Employee Stock Ownership Plan and Trust ("ESOP"): said officers to have discretion within the following limits: (a) funding shall be in the amount of 100,000 to 125,000 shares of Company stock sold from treasury or from authorized but unissued stock; (b) the company shall either lend the purchase price to the ESOP or guarantee an ESOP loan from a qualified third party; and (c) the price per share shall not exceed fair market value.
Between the February 22 board meeting and the next scheduled meeting in mid-April, Musgrove and McCormick set up financing for purchasing shares for the ESOP. Because of favorable tax treatment of interest paid on ESOP loans, the loan commitments sought involved direct loans of $4.5 million to the ESOP, guaranteed by Frantz, with interest rates at 80 to 89% of prime. Frantz received commitments for the necessary loans.
By this time, EAC, a diversified manufacturer of hardware and aircraft products, had begun its quest for control of Frantz. EAC had been contacted by SMC in its efforts to sell the SMC block of Frantz stock and in January 1985, EAC began confidential negotiations with the holders of all of the large blocks of Frantz stock. Between February 12 and April 8, 1985, EAC made market purchases of 17,665 shares (about 2.3% of the outstanding shares of Frantz) in street name. Eventually, Northern was brought into the negotiations with EAC, and through Northern, Rosenow's shares and the shares held by the Wyne Trust were considered for the EAC purchase plan.
After weeks of negotiations, EAC reached an agreement with SMC, Northern, Rosenow, and the Wyne Trust to purchase all of their shares. Because EAC was already highly leveraged, it had difficulty in arranging financing for the purchase of these shares, but by April 15, 1985, EAC was able to secure financing.
Two days later, EAC simultaneously bought the SMC, Northern, Rosenow, and Wyne Trust stock. EAC also purchased a block of shares from Pioneer III, Inc. to accumulate approximately 51% of Frantz' outstanding shares. On April 18, 1985, EAC's president (Peter Fritzsche) traveled to Frantz' headquarters to assert control through shareholder consents from the owners of 51% of the stock. In addition, Fritzsche presented Rosenow's resignation from the Frantz board and was elected to the Frantz board by the shareholder consents.
EAC purchased five blocks of stock on April 17, 1985, to reach majority control. EAC paid $37 per share to SMC for 57,400 shares, to Northern for 237,901 shares, to Rosenow for 32,499 shares, and to the Wyne Foundation for 11,800 shares, and granted each of them 3 year options to purchase an additional amount of EAC stock for $8 per share. SMC, Northern, and the Wyne Foundation received a cash payment of $2.50 per share and received notes for the balance of the purchase price, but Rosenow received $37 per share in cash. In addition, EAC purchased 37,500 shares from Pioneer III, Inc., for $40 per share, all in cash.
The consents also made changes in the bylaws which required: (a) all directors to be present for a quorum; (b) unanimous vote of directors for any board action; (c) unanimous approval for ratification of all committee action; (d) one class of directors; and (e) stockholder approval for indemnification of directors. After a preliminary discussion with Collins, it became clear to Musgrove that if the consents were effective, further action by the Frantz board would be invalid without Fritzsche's approval.
Musgrove acted promptly to try to regain control for Frantz management. He postponed the directors' meeting which had been scheduled for April 19; told the Bacon, Stifel investment banking firm to stop working on the valuation for the ESOP which was scheduled to be presented at the April 19 board meeting; cancelled a retirement dinner planned that evening for Rosenow, Rutt, and Bivin; and traveled to Chicago to meet with Collins and special counsel retained to prevent the EAC takeover from being effective.
On Monday, April 22, Frantz asked Bacon, Stifel to complete the interrupted valuation study so that the Frantz ESOP could be funded that day. Musgrove called a meeting of the ESOP trustees for that afternoon, and told the other trustees that since the Frantz board had authorized funding the ESOP at its February 22 meeting, they had an obligation to fund the ESOP. Although the resolution by the board had authorized issuance of 100,000 to 125,000 shares to fund the ESOP, at the meeting the trustees only considered purchasing 125,000 shares from the Frantz treasury to fund the ESOP. Musgrove told the other trustees to accept Bacon, Stifel's valuation of $34 per share, and to finance this $4.25 million stock purchase with a loan from Frantz at prime rate rather than through a guaranteed bank loan at less than prime because the EAC bylaw amendments requiring unanimous director approval for board action might prevent board approval to guarantee the ESOP loan.
The trustees of the ESOP were Musgrove and two officers of Frantz: McCormick, the company treasurer, and Froelinger, Frantz' controller.
Next, Musgrove called a directors meeting for April 24. As a "courtesy," Musgrove invited Fritzsche to the meeting, but Fritzsche was invited to participate only as an observer. Before the meeting, the Frantz directors, without Fritzsche, met for lunch and learned that the ESOP had been funded.
Musgrove, conducted the April 24 directors meeting according to a prepared script, and the board mechanically adopted bylaw amendments that restricted the use of the consent procedure, established an executive committee, and approved the funding of the ESOP. If the issuance of treasury shares to the ESOP was effective, EAC then lost its control of a majority of Frantz shares.
All of Frantz' directors except Rosenow attended. Fritzsche and his attorney attended the meeting, but Fritzsche was not permitted to participate as a director or vote.
Frantz' bylaw amendment prohibited use of the 8 Del. C. § 228 consent procedure unless the shareholder had given twenty days notice to other shareholders.
The executive committee was vested with the authority to discharge the responsibilities of the board, including the power to declare dividends and issue stock, including treasury shares.
It is at this point that EAC sought a preliminary injunction in the Court of Chancery to nullify the actions taken by the Frantz board to deprive it of control, and Frantz, in turn, counterclaimed, seeking a determination that the bylaw amendments imposed on Frantz by EAC were invalid. The Court of Chancery issued an injunction on June 28, 1985, granting relief to EAC Industries against Frantz and its directors. On appeal, Frantz asserted that the Court of Chancery erred by granting the preliminary injunction to enforce the amendments to the Frantz bylaws which EAC had imposed on Frantz and that the court erred in enjoining the funding of the ESOP by the Frantz board.
Frantz has conceded that EAC complied with the mechanics of the consent procedure of 8 Del. C. § 228, which permits majority shareholders to obtain immediate action from corporate officials without review or delay. See Datapoint Corp. v. Plaza Securities Co., Del.Supr., 496 A.2d 1031 (1985). Therefore, the issues which this Court must address are: (A) whether the EAC amendments enacted by shareholder consents during a change in control of the corporation were illegal and unfair in operation; (B) whether EAC effectively established and retained its majority position because Frantz' funding of the ESOP was invalid; and (C) whether Rosenow breached his fiduciary duty to the corporation and its shareholders by selling his stock and tendering his resignation to EAC.
The power to make and amend the bylaws of a corporation has long been recognized as an inherent feature of the corporate structure. 8 W. Fletcher, Cyclopedia of the Law of Corporations § 4176 (rev. perm. ed. 1982). The bylaws of a corporation are presumed to be valid, and the courts will construe the bylaws in a manner consistent with the law rather than strike down the bylaws. Id. § 4184. A bylaw that is inconsistent with any statute or rule of common law, however, is void, Id. § 4185; see Kerbs v. California Eastern Airways, Inc., Del.Supr., 90 A.2d 652, 659 (1952), and bylaws must be reasonable in their application. Schnell v. Chris-Craft Industries, Inc., Del.Supr., 285 A.2d 437 (1971); State v. Jessup Moore Paper Co., Del.Supr., 77 A. 16 (1910).
This appeal from a decision of the Court of Chancery on the validity and fairness of EAC's bylaw amendments involves a mixed question of law and fact. Therefore, the proper standard of review requires this Court to reverse the findings of the lower court only if the findings below are "clearly wrong and the doing of justice requires their overturn." Levitt v. Bouvier, Del.Supr., 287 A.2d 671, 673 (1972). We find no error in the Court of Chancery's findings on the EAC amendments of the Frantz bylaws and affirm the ruling as to the validity of the bylaw changes.
The bylaw amendments were unique in that they required attendance of all directors for a quorum and unanimous approval of the board of directors before board action can be taken, and they thereby limited the functioning of the Frantz board. Schnell prohibits incumbent management from entrenching itself by taking action which, though legally possible, is inequitable. In this case, however, the Court of Chancery found that the restrictions placed on the Frantz board were intended to limit the Frantz board's antitakeover maneuvering after EAC had gained control of the corporation. We agree with the Court of Chancery that the EAC bylaw amendments were a permissible part of EAC's attempt to avoid its disenfranchisement as a majority shareholder and hold that the bylaw amendments should be given effect as of the date of the consents. Therefore, the EAC amendments effectively seated Fritzsche on the Frantz board, and nullified any board action taken after April 18, 1985 without the unanimous consent of all board members.
The directors of Frantz argue that the February 22, 1985 board resolution empowered the Frantz board to fund the ESOP with treasury shares after the board had learned of EAC's acquisition of a majority of Frantz shares and EAC's other actions to consolidate its position. If the ESOP plan had been carried out as it had been presented to the board on February 22, the incidental dilution of EAC's holdings might have withstood attack. However, whatever the intentions of the Frantz directors may have been on February 22 in authorizing an ESOP, the Court of Chancery found that the board never considered funding an ESOP as a takeover defense by increasing the number of outstanding shares and thereby diluting majority status of an existing stockholder. The board had considered the funding of an ESOP only in connection with taking the company private, where the plan would have decreased the number of outstanding Frantz shares.
Funding the ESOP in the manner it was done prior to the meeting of the board on April 24, 1985, was unauthorized. Furthermore, when the directors ratified the unauthorized funding of the ESOP at the April 24 meeting of the Frantz directors, they were without power to do so by less than unanimous vote. By that time EAC had effectively changed the Frantz bylaws. Since the EAC amendments to the bylaws were valid, such bylaws prevented the Frantz board from ratifying the funding of the ESOP without Fritzsche's consent.
This Court has often held that when a board acts for the sole or primary purpose of perpetuating its own control, this improper motive overrides the ordinary protection of the business judgment rule. See Unocal Corp. v. Mesa Petroleum Co., Del.Supr., 493 A.2d 946 (1985); Aronson v. Lewis, Del.Supr., 473 A.2d 805 (1984); Pogostin v. Rice, Del.Supr., 480 A.2d 619 (1984); Schnell, 285 A.2d at 439. See also Johnson v. Trueblood, 629 F.2d 287, 292 (3d. Cir. 1980) cert. denied, 450 U.S. 979, 101 S.Ct. 1704, 68 L.Ed.2d 200 (1981); Podesta v. Calumet Industries, Inc., [1978 transfer binder] Fed.Sec.L.Rep. (CCH) ¶ 96,433 (N.D.Ill. 1978) (applying Delaware law). The Court of Chancery held that the primary purpose of the Frantz board in agreeing to the funding of the ESOP and in adopting the defensive actions taken between April 18 and 24 was to perpetuate their control of the company. Following the proper standard of review, this Court must agree that the evidence supports a finding that the primary purpose of funding the ESOP at the time the Frantz directors attempted to fund it was to perpetuate their control of the company.
Although the directors generally act under the protection of the business judgment rule both in prospective measures and in reactive measures seeking to ward off a threatened hostile takeover, corporate action which seeks to undo a takeover bid after control has already passed to another group is not protected by the business judgment rule. Therefore, the measures here taken constituted inequitable conduct. See Moran v. Household International, Inc., Del. Ch. , 490 A.2d 1059 (1985), aff'd 500 A.2d 1346 (1985); Schnell, 285 A.2d at 439; Condec Corp. v. Lunkenheimer, Del. Ch. 230 A.2d 769 (1967). In Unocal, this Court did not address the issue of whether a board of directors could take retrospective defensive measures against a majority stockholder by divesting the majority stockholder of his statutory right of control. Unocal dealt with the duty of care owned by directors in addressing a possible or a pending takeover of a corporation, not an accomplished takeover. Here, Frantz' activities after April 18 were attempts to defeat the accomplished takeover.
The board of directors is given the statutory power to deal in its own stock along with the authority to make and amend bylaws and to manage the business of the corporation under the protection afforded by the business judgment rule. 8 Del. C. § 160(a). This broad authority allows a Delaware corporation to deal selectively with its stockholders, so long as the directors have not acted out of the sole or primary purpose to entrench themselves in office. Unocal, 493 A.2d at 953-54.
Frantz asserts that EAC and Thomas Rosenow acted improperly when Rosenow's shares were sold to EAC and at the same time Rosenow submitted his resignation to EAC. It is clear of course that as a director, Mr. Rosenow was in a fiduciary relationship with the corporation and its shareholders. However, it is also clear that directors have the right to deal freely with their shares of stock and to dispose of them at the best price they are able to obtain, so long as they are acting in good faith. 3 W. Fletcher, Cyclopedia of the Law of Private Corporations, § 900 (rev. perm. ed. 1982); see also Wellman v. Dickinson, 682 F.2d 355 (2d Cir. 1982); Treadway Co. v. Care Corp., 638 F.2d 357 (2d Cir. 1980) (applying New Jersey law). As a general rule, a director has no duty to disclose his stock dealings to the corporation, nor does he have a duty to offer his shares to the corporation before selling them to another. Treadway at 377. Directors are also free to resign.
We find no reason to upset the Court of Chancery's finding that Thomas Rosenow did not breach his fiduciary duty to the Frantz stockholders when he resigned his directorship and sold his shares to EAC. We find no merit in Frantz' contentions that Rosenow breached the fiduciary duties set out by this Court in Unocal.
To summarize, we hold that bylaw amendments properly enacted by the shareholder consent procedure are not inequitable under the circumstances. We find that funding an ESOP in response to a shift in ownership of a corporation is not valid because the directors' action was not taken under the provision of the then valid bylaws. Finally, we find that a director of a corporation whose imminent retirement is known to the other members of the board does not violate his fiduciary duties to the corporation and its shareholders by tendering his resignation at the same time he sells his stock in the corporation.
For the reasons stated, we agreed with the conclusions of the Court of Chancery and, therefore, issued an order affirming that court.


text:
Q: How to force printf to return a negative value in c? I need to write a C program in which printf should return a negative value. It should be something like this:
#include <stdio.h>
int main()
{
    int ret_val;
    ret_val = printf(something);
    printf("%d", ret_val);
}

The output of this should be a negative number(ret_val should be negative).

A: Invoke an encoding error:
int ret = 0;
ret = printf("%lc", (wint_t) -1);
printf("%d\n", ret);

A: Redirect stdout to an invalid handle before doing your printf. For example, reopen it in read-only mode
freopen("fff", "r", stdout);


JAD Session Situation: The JAD team wants you to draw up a checklist of requirements for the new inventory system. The proposed system will provide more information and faster updates, and automatically monitor fast- or slow-moving items. 1. List the five main categories of system requirements.


I see patients with arthritic or degenerative knee pain on a daily basis. Trying to figure out the cause of knee pain is a personal challenge. I have a special interest in helping folks with arthritic knee pain. One of the reasons why I am passionate about keeping up with current research regarding arthritis is that I personally have knee pain secondary to a childhood injury. Both my knee were severely injured after I was struck by a bus In Peru (click here to learn more about my accident). I had to have numerous surgeries that helped but I still suffer from post traumatic arthritis and stiffness. Some of the procedures I have personally had include a distal femoral osteotomy, femoral lengthening, tibial tubercle osteotomy, osteomyelitis treatment, infection debridements, hardware removals and arthroscopy. My knee is extremely arthritic however I follow the same recommendations that I give patients. I know what works and what doesn't. I also stay abreast on current treatments and knowledge.
Dr. Mora hiking with his unloading knee brace, good shoes, and hiking pole.
Through my own experience I have figured out what helps and what does not. This reality has helped me become a better doctor and has helped me treat patients better.
There is a tremendous sense of gratification when I am able to diagnose the problem that is causing pain and then provide successful treatment. This is especially true when I see patients for a second opinion or patients who have already had surgery. Figuring out what is causing knee pain can be very challenging. Sometimes patients have more than one reason to have pain and other times the problem is not obvious. Sometimes the problem seems more confusing after having a 'normal" MRI or Xray. Sometimes they have already had surgery for a meniscus tear but they continue to hurt. Usually the ideal treatment requires a multi-modality approach. That essentially means that there is not a single treatment solution but rather multiple small incremental changes that can lead to improved pain and function.
Therefore treatment of knee pain is not always straightforward. These are some of my considerations when I see patients with knee pain.
Take home message #1-Has the correct diagnosis been made for your knee pain? Has traditional treatment been optimized?
Take home message #2- Many patients do not know that arthritis, a.k.a. Degenerative joint disease and OA, causes numerous pathological changes within the knee joint and leg. Cartilage degeneration and thinning is at the heart of the problem, however, there is associated inflammation of the lining and fluid, tightness of the surrounding soft tissue, deformity of the leg (bowing), weakness of muscles secondary to disuse, stiffness of the joint, degenerative meniscus tears, loose bodies and bone edema due to joint overload. In order to treat your knee pain all these problems must be looked at and addressed.
Prior to making recommendations I first do a comprehensive evaluation of the knee. This includes a detailed history, physical exam, X-rays and often times a good MRI. This process starts with listening to the patient and asking very specific questions. The answers to those questions serve as clues that will help me determine what is causing the pain and how it's affecting the patient's life. The Xrays are also very important. I cannot do a proper evaluation with poor copies or the wrong views. The best view for looking at arthritis is the Bilateral Standing Weight Bearing PA view, lateral and sunrise. The MRI is also very important. It is used not only to look for meniscus tears but also for bone edema and loose chondral flaps.
–If I discover subtle loss of motion, especially loss of knee extension, tightness of the IT Band or loss of patella mobility, I address these issues with a home exercise program and physical therapy focusing on static stretching. The physical therapist is always given direction so that the patient's time is not wasted.
–If there are mechanical problems such as chondral flaps, meniscus tear fragments or loose bodies they are addressed with arthroscopy.
–Some patients have severe inflammation of the joint which requires a Celestone steroid injection and/or a holistic anti inflammatory such as Traumeel. I will also recommend injecting Hyauluronate which is a gelatinous substance which helps to reduce inflammation and improve the characteristics of the joint fluid and remaining cartilage. For patients who prefer not to have a steroid injected into their knee I offer them a cocktail consisting of Toradol plus Traumeel. All of these injectable options can help.
–Overweight patients are recommended to seek help with nutrition and exercise. I will recommend that they see a physician who can evaluate them for endocrine issues that might be affecting their weight. I will encourage exercise such as simple walking or stationary bike. Hiking poles, a brace, and good shoes are always highly recommended.
–Knee arthroscopy is recommended for patients with loose meniscus fragments and chondral flaps who have catching and weight bearing related pain. At the time of surgery I shave loose and or inflamed tissue, release tight structures, and sometimes do abrasion chondroplasty. Abrasion or microfracture chondroplasty is done to promote coverage of the bare bone with a lining called repair cartilage. In these cases I make sure the patient uses crutches for 6-8 weeks after surgery.
The last take home message: Once all of the pathological problems associated with arthritis are addressed and corrected and if a patient continues to have arthritis related knee pain, other treatment can be considered including platelet Rich Plasma (PRP), adult stem cell injections, unloading osteotomies, partial or total knee replacement.
I hope this information was helpful. Please let me know if I can be of service to you, your friends, or your family.
Dr. Mora is a native of Orange County. He graduated from Anaheim High School in Orange County CA. He completed his training at the UC Irvine where he finished in the top of his class with AOA Medical Society honors. He completed his Orthopedic Surgery training USC. He completed an extra year of training with a Sports Medicine, Cartilage, Shoulder, and Knee Fellowship at Santa Monica Orthopaedic and Sports Medical Group. He is currently practicing Orthopedic Surgery in Orange County. Dr. Mora's practice focus is on sports related trauma, knee ligament and cartilage repair, shoulder rotator cuff and instability, hip arthroscopy and partial knee replacement. He sees athletes of all levels including professional soccer and UFC/MMA. He is team doctor for the Anaheim Bolts pro indoor soccer team and Foothill High School. Dr. Mora performs Cartilage transplantation (Genzyme), partial custom knee replacement, OATS, tibial osteotomies, meniscus transplant, ACL reconstruction, shoulder reconstruction, elbow arthroscopy, hip arthroscopy, platelet rich plasma and adult stem cell injections. Dr. Mora's family heritage is Peruvian. He speaks fluent Spanish.
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text:
Manchester Airport will open Terminal Two
Tue 7th Jul 2020
As passenger numbers continue to increase, Manchester Airport has decided to open Terminal Two from 15th July.
This will mean all three of the airport's terminals will be operating, and as more passengers and flights return, as will the airport's retail offering. A handful of outlets have remained open throughout, with more set to open in the coming weeks. In addition to passengers being able to purchase food and drink, they can also take advantage of the free water fountains across the site to fill up empty bottles.
The new Terminal Two forecourt will also open on 15th July, which is available for dropping off passengers directly outside the check in hall.
Some existing Terminal Two carriers will start flying before the 15th, meaning they will operate from Terminal One beforehand.
Terminal Three re-opened on the 1st July and currently British Airways, Air France, KLM, Ryanair, Loganair and Eastern Airways operate from there.
Passengers are advised to check which terminal they're flying from before arriving at the airport.
For more than a month the airport has introduced a range of measures to keep all passengers and staff safe. These include wearing face coverings, enhanced cleaning, Perspex screens, bookable security slots and temperature checks.
The airport also encourages passengers to watch this video before coming to the airport, to ensure they are as prepared as possible.
Brad Miller, Chief Operating Officer at Manchester Airport, said: "As we continue to see the return of more airlines and destinations for our passengers to fly to, we remain fully committed to ensuring their safety throughout their airport journey.
"With the introduction of travel corridors, we envisage passenger numbers to continue to increase, which is why we are opening Terminal Two from 15th July, to maximise the airport space.
"These travel corridors will open up the chance for people to enjoy a well-earned break abroad and directly benefit the hundreds of thousands of people whose jobs depend on air travel for their livelihoods - whether they work in aviation or for the UK's tourism and hospitality businesses, which can now welcome the first overseas visitors we will have seen for months.
"We have made our airport safe for our passengers and staff, and we have already started limited operations to many of these countries. With the quarantine requirement now removed, we look forward to safely welcoming back many more passengers in the coming weeks.
"I'd again like to thank all our passengers for continuing to abide by the measures in place during these uncertain times, and also thank all our staff who have gone above and beyond to ensure safe travel for all."
New coronavirus testing facility opens at Manchester Airport
Manchester Airport set to axe hundreds of jobs
Manchester Airport first to offer passengers option to pre-book a timeslot at security
Manchester Airport to operate from a single terminal
Manchester Airport to reduce working hours, introduce temporary pay cuts and lay-offs


Many of Homewood's stakeholders have come together to bring change to Homewood. These leaders have created the Homewood Community Development Collaborative, which is an historic development.
The Collaborative is a group of community-based organizations that have been operating in Homewood for years. These organizations have each been working independently toward addressing specific community problems. The purpose of the Collaborative is to allow these organizations to remain independent, but working together to facilitate a unified, comprehensive development process that addresses holistically the needs of the community.
The Collaborative's mission is to achieve outcomes that enhance the life experiences of all residents, by the organizations achieving outcomes that exceed the capacity of individual organizations.


text:
Contact Barbara
Written on 20 January 2020. Posted in Uncategorised
Barbara is represented by
R. S. Hanna Gallery
www.rshannagallery.com
She has selected works available at the following galleries:
Lee Bunch Studio Gallery
100 W Greenwood
Brookwood Gallery
Brookshire, TX
BARBARA MAULDIN
Barbara graduated from the University of Texas with a degree in Biology in 1975 and promptly began raising a family while pursuing a career in art. She taught art for twelve years at Baton Rouge Lutheran School, and was involved with youth as a leader in Boy Scouts and Girl Scouts for seventeen years. After arriving in the Hill Country in 2005, she began to teach private art classes for children. Her interest in art has always been a part of the fabric of her life, and she began painting fine art in earnest. Her art is mainly in oil, especially plein air paintings, and she also dabbles in church banner painting, wood burning, and mosaics. Give her an idea, and off she goes.
Although she enjoys all these endeavors, she prizes the time she spends with her husband and fellow artist Chuck Mauldin, painting the beautiful landscapes of the Texas Hill Country, as well as any area of the world where they are visiting.
She has studied with Ian Roberts, Kevin Macpherson, Jill Carver, Lori Putnam, and (of course!) Chuck Mauldin. She participates in paint-outs with Plein Air Artists of Colorado (PAAC), Oil Painters of America, and good friends here in the Fredericksburg area. She is active in Die Künstler von Fredericksburg (The Artists of Fredericksburg) – serving as show chairman in 2013 and currently as secretary. She has been accepted in juried plein air events, including "Paint the Town" in Marble Falls, KOPE in Kerrville, and others. Her landscapes have been accepted into the PAAC National Juried Art Exhibition, the national show of Women Artists of the West (WAOW), the Mountain Oyster Art Show in Tucson, Arizona, and "The Party" at the Museum of Western Art in Kerrville, Texas.
Barbara is an associate member of Oil Painters of America and an associate member of Women Artists of the West.
Her paintings are characterized by color. "I like to emphasize the color that I see, as a creative and emotional response to the landscape." She experiments with limited palettes, using a small number of pigments to mix colors, which results in beautiful color harmony.
Barbara has focused her attention on the Texas landscape. She enjoys plein air work, accepting the challenges of color, design, and the environment (critters and weather). It is especially challenging to find a painting in the stark days of winter or drought, when the landscape has gone to sleep. However, Texas abounds with variety and inspiration; there is always another painting just around the corner!
Barbara and Chuck have three children and eight grandchildren, and art has always been and continues to be a family experience.
The Widgetkit Slideset takes your product showcase to the next level. It provides a sleek way to show multiple sets of items and uses smooth effects while looping through them.
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With modern boats ever advancing technology its important the ropes used are of sufficient quality in order to handle those loads safely and without damage. Over the years we have always strived to keep a comprehensive stock of rope available in our chandlery and in recent years this has predominantly been manufactured by UK based English Braids.
English Braids offers a complete range of products to meet the requirements of all differing levels of sailing. The products range from low diameter dinghy lines through to exotic fibres used in America's cup ropes. A continuous commitment to developing quality products with high value for money has seen English Braids produce a comprehensive range of products suitable for all craft.
We can supply any type of rope to your specification including splices and termination fittings if required at prices competitive with large online retailers. Remember to get the best performance from expensive sails, rope clutches and deck gear you need high quality ropes.


On Wednesday, a group of Ohio policymakers released their recommendations to indefinitely freeze the state's clean energy and energy efficiency targets. Their misinformed recommendations, if implemented, would once again deliver a major setback to Ohio energy bill payers and the state's clean energy economy.
Acting on the nexus between energy and water can contribute to creating efficient and livable communities. Examples of opportunities include energy and water equipment efficiency standards and local programs that co-promote electric, natural gas, and water savings. But this coordination between energy and water utilities has to date been very informal and as a result many opportunities slip between the cracks. Energy and water savings can be dramatically increased if these two communities are encouraged to work more closely together and are rewarded appropriately for success.


text:
Q: Insert column value depending on an autoincrement column I have table in my SQL Server database with following columns
ID |           NAME    |              DOB      |          APPLICATION NO |
1  |          JOHN     |           31/05/1986  |            KPL\2014\1   |
2  |          MARY     |           26/04/1965  |            KPL\2014\2   |
3  |         VARUN     |           15/03/1972  |            KPL\2014\3   |

Here column ID is an auto increment column and column APPLICATION NO is dependent on ID.
That means APPLICATION NO is the concatenation of KPL\, YEAR and column value of ID.
Then how can I make an insert query?

A: Why don't you use a computed column ?
I would change the table's definition.
add a "year" column
add an "application_name" column (if it's not always "KPL").
then create your computed column, with the needed fields
alter table <yourTable> add computed_application_name as (application_name + '/' + CAST(<yearColumn> as VARCHAR(4) + '/' + <otherColumn> + CAST(id as VARCHAR(MAX))

A: Just use a computed column:
alter table t
    add application_no as ('KPL' + cast(year(getdate()) as varchar(255)) + cast(id as varchar(255));

It occurs to me that you really want the year when the row was inserted.  For that purpose, I would recommend adding a createdat column and then  using that instead of getdate():
alter table t add CreatedAt datetime default getdate();

If you have data in the table, then set the value (this is not needed if the table is empty):
update table t set CreatedAt = getdate();

Then define application_no:
alter table t
    add application_no as ('KPL' + cast(year(CreatedAt) as varchar(255)) + cast(id as varchar(255));

A: Use SCOPE_IDENTITY get the inserted record Id
Declare @Id INT
Insert Into TABLENAME(NAME ,DOB )
Values('Name','1/1/1990')

Set @Id=SCOPE_IDENTITY()

IF(@Id>0)
begin
    declare @col varchar(100)=''
    set @col= 'KPL\' + CONVERT(varchar(4),YEAR(GETDATE()))+'\'  + CONVERT(varchar(4),@Id)

    Update TABLENAME
    SET APPLICATIONNO= @col
    Where ID = @id
end

A: Simply use a computed column for 'APPLICATION_NO':
create table tbl (
    ID int,
    NAME varchar(10),
    DOB  date,
    APPLICATION_NO as ('KPL\'+cast(year(dob) as char(4))+'\'+cast(id as varchar))
)

You can further persist and index it as well.

A: You can create a trigger to run after insert. In your insert, ignore application_no. And your trigger update this column based on ID.
Something like this:
CREATE TRIGGER [TRIGGER_TABLE1] ON  TABLE1
    AFTER INSERT
AS
BEGIN

    UPDATE TABLE1
    SET APPLICATION_NO = 'KPL\' + CONVERT(VARCHAR, YEAR(GETDATE())) + '\' + CONVERT(VARCHAR, ID)
    WHERE APPLICATION_NO IS NULL

END

EDIT: This way, you should be able to use other columns values as well. APPLICATION_NO just need to accept NULL values. So you control like this what will be updated or not.

A: If you really want to do it by yourself with an insert statement:

*

*assuming that you want to insert data from another table

*and TABLE1 is the table you described in your question and TABLE2 would be the table you want to import data from:
DECLARE @MAXID INT
SELECT @MAXID = MAX(ID) FROM TABLE1

INSERT INTO TABLE1
(NAME,DOB,APPLICATION_NO)
SELECT
NAME,
DOB,
'KPL\'
+ CONVERT(CHAR(4),YEAR(GETDATE()) +'\'
+ CONVERT(VARCHAR(25), @MAXID + ROW_NUMBER() OVER (ORDER BY NAME)) AS APPLICATION_NO
FROM TABLE2


Despite 5 years of continuous declines, Dublin pub sales are finally on the rise according to the Licensed Vintners Association.
Donall O'Keaffee, chief executive of LVA says he optimistic about the future despite the industry facing certain challenges.
"Ten years ago, 75% of alcohol was sold in bars with off-licences accounting for 25%," he told an audience of 200 publicans at theorganisation's 'The Future of the Dublin Pub' conference. "Now, off-trade sales accounts for 55% and as one of our key speakers Leo Crawford, from BWG Group, confirmed, the multiples will continue to compete strongly in the alcohol market in the future".
Pub sales in the rest of the country have dropped by 33% over the past five years. This echoes the statement of C&C chief executive Stephen Glancey, who said last week that pub sales of Bulmers had exceeded off-licence sales for the first time in 7 years.
Speakers at yesterday's Vintners Association conference also discussed the consumer's changing behaviour having a massive impact on sales.
"The pub next door is not the publican's main rival. It's Netflix, Facebook, Twitter and on-demand TV." said consumer expert Kay McCarthy.
She added that there is a high demand for more traditional drinks these days. "We have seen a 42% rise in craft beers this year. We live in a fast-moving environment but in order to be successful, a pub must connect strongly in some way with its customer base," she said.


Marijuana (cannabis) has the potential for physical and psychological dependence as well as impairments in daily and long-term functioning. In the US in 2013, approximately 20 million people over the age of 12 used marijuana.
An altered sense of time.
Difficulty thinking, decision-making and problem-solving.
Some users have anxiety and panic attacks during intoxication. Paranoid thinking can also occur.
Changes in brain functioning can occur with chronic marijuana use that may negatively impact personal functioning and life satisfaction. Chronic use can impair memory, learning, attention, decision-making and impulse control, with diminished achievement in school, work and social settings.
Many former long-term marijuana users look back regretfully at large portions of their lives spent functioning below their full potential. Similarly, a decline in IQ has also been found in chronic users who began use in their teens and continued into adulthood. Research indicates an average loss of 8 IQ points from childhood to midlife.
Chronic use during pregnancy can cause gaps in attention, memory, and problem-solving skills in prenatally exposed children. Infants tend to have a high-pitched cry, trembling and low birth weight.
Anxiety and stress cause cravings as do environmental triggers.Cravings occur with heavy or chronic use. One of the hallmark characteristics of addiction, they are 'triggered' by brain changes and psychological issues. Anxiety and stress cause cravings as do environmental triggers such as situations, events, objects, and people that remind the user of marijuana use.
There is significant evidence that marijuana is addictive. Medical criteria for Cannabis Use Disorder include symptoms found in other addictions. A problematic pattern of use leads to significant impairments and distress. Hallmark traits of addiction occur such as cravings, increasing tolerance and withdrawal symptoms.
Marijuana use increases over time. This effect is known as drug tolerance, a medically defined phenomenon in which there is a need for increased amounts to achieve desired effects. Tolerance is also defined as having diminished effects when using the same amount.
If you feel that frequent marijuana use has compromised your ability to function normally throughout the day, a marijuana treatment program might be the help you need. Call our hotline for treatment support and marijuana abuse rehabilitation information at 1-888-993-3112Who Answers?.
Marijuana addiction is life-changing with consequences that occur in many life realms such as mental health, physical health, and life outcomes.
The mental health status of chronic users reflects negative effects of chronic use. For example, there are increased risks of receiving a psychiatric diagnosis. Diagnoses include severe and persistent mental illnesses such as schizophrenia and other psychotic disorders.
Some meet the full medical criteria for a disorder and others have a few symptoms. For example, those who have used by age 18 are 2 to 4 times more likely to receive a diagnosis of schizophrenia later in life. Also, some studies show a correlation between repeated use and forms of self-harm, suicidal thinking, and suicide attempts.
Get Support Find a 12-step recovery support group, such as Narcotics Anonymous, for you or your loved one.
Use can cause symptoms indistinguishable from mental illnesses such as Bipolar Disorder, Depressive Disorders, Anxiety Disorders and Psychotic Disorders. Until there is prolonged abstinence, it is unclear diagnostically if symptoms are related to a mental illness or are substance-induced.
Chronic users are also at increased risk for other substance-related diagnoses. For example, they have a higher risk of using other drugs to enhance intoxication. Additionally, an early onset of marijuana use is linked to later heroin and cocaine use disorders. Also, marijuana laws that have reduced or eliminated legal consequences of personal use have correlated with increased use particularly among those between 12 and 20 years of age. Use has risen among adults as well.
Effects of chronic use include respiratory conditions such as airway inflammation, chronic bronchitis, and poor immunity. Marijuana smokers tend to use more sick days than other employees.
Research continues to explore a possible relationship between marijuana use and lung cancer. There is evidence that use may increase the risk of aggressive testicular cancer in young males.
Chronic users have a higher risk of workplace injuries and accidents.
Life outcomes show links between use, negative consequences and life dissatisfaction. Lethargy, poor motivation, apathy and passivity impact daily activity resulting in poor participation in school, work and other meaningful pursuits (Fergusson & Boden, 2008). Poor educational outcomes and a greater risk of unemployment, low income, greater welfare dependence and risk of criminal behavior also occur.
If recreational use has begun to change into something more serious, and you've begun to feel the negative physical and mental health tolls of heavy marijuana use, call our toll-free number at 1-888-993-3112Who Answers?, any time of day for confidential information about marijuana abuse recovery options.
Mental health issues are tied to marijuana use. Overall, mental illness symptoms and Cannabis Use Disorder tend to co-occur. Also, depression, anxiety, psychosis, schizophrenia and Bipolar Disorder are negatively impacted by use.
Poor treatment compliance for mental health issues is likely among user causing those conditions to worsen. Also, chronic or heavy use can cause mental illnesses to 'erupt' if there is a biological vulnerability. Some dual diagnosis issues and their effects are quite clear.
For example, marijuana is the most abused drug by people with Bipolar Disorder, and there is a tendency for manic episodes to be longer and more severe. Also, worsening social anxiety symptoms appear to be strongly related to marijuana use.


text:
using Microsoft.Bot.Builder.Dialogs;
using Microsoft.Bot.Builder.Luis;
using Microsoft.Bot.Builder.Luis.Models;
using Microsoft.Bot.Connector;
using System;
using System.Collections.Generic;
using System.Linq;
using System.Text;
using System.Threading.Tasks;

namespace LyncBot.Core.Dialogs
{
    [LuisModel("model id", "subs key")]
    [Serializable]
    public class LyncLuisDialog : LuisDialog<object>
    {
        private PresenceService _presenceService;

        public LyncLuisDialog(PresenceService presenceService)
        {
            _presenceService = presenceService;
        }
        [LuisIntent("")]
        public async Task None(IDialogContext context, IAwaitable<IMessageActivity> message, LuisResult result)
        {
            //await context.PostAsync("I'm sorry. I didn't understand you.");
            // Dont do anything. Pretend I am busy.
            context.Wait(MessageReceived);
        }

        [LuisIntent("HiGreetings")]
        public async Task HiGreetings(IDialogContext context, IAwaitable<IMessageActivity> message, LuisResult result)
        {
            var activity = await message;
            string name = GetName(activity.From);
            await context.PostOnlyOnceAsync(Responses.HiGreetingsResponse(name), nameof(HiGreetings));
            context.Wait(MessageReceived);
        }

        [LuisIntent("GoodMorningGreetings")]
        public async Task GoodMorningGreetings(IDialogContext context, IAwaitable<IMessageActivity> message, LuisResult result)
        {
            string name = string.Empty;
            if (!context.PrivateConversationData.ContainsKey(nameof(HiGreetings)))
            {
                var activity = await message;
                name = GetName(activity.From);
            }
            await context.PostOnlyOnceAsync(Responses.GoodMorningGreetingsResponse(name), nameof(GoodMorningGreetings));
            context.Wait(MessageReceived);
        }

        [LuisIntent("Call")]
        public async Task Call(IDialogContext context, IAwaitable<IMessageActivity> message, LuisResult result)
        {
            await context.PostOnlyOnceAsync(Responses.CallResponse(), nameof(Call));
            _presenceService.SetPresenceBusy();
            context.Wait(MessageReceived);
        }

        private static string GetName(ChannelAccount from)
        {
            string name = string.Empty;
            if (string.IsNullOrEmpty(from.Name))
                return name;

            var res = from.Name.Split(' ');
            foreach (var item in res)
            {
                if (item.Length > 1)
                {
                    name = item;
                    break;
                }
            }
            return name;
        }
    }
}


President Obama's fifth year job approval (40%) is now the lowest of any modern president besides Richard Nixon just before he left office. Which leaves us to ask, what's Obama's Watergate? While no single incident has defined Obama's presidency, he just can't seem to catch a break. Here's our list of Obama's 10 saddest moments of 2013.
With initial failings ranging from scrambled purchaser data and broken site calculators to long queues and frequent downtime, the $319 million spent on the project through October was a disaster. It doesn't help that the larger success of the Affordable Care Act was heavily reliant on initial ramping up of the insurer pool through the online marketplace.
Obama championed the ACA as one of the most important moves of his presidency. His remark (made 37 times and counting) of "if you like your doctor, you can keep him" has been relentlessly bashed for underplaying the way in which ACA fundamentally changes the health care industry. Coupled with Nancy Pelosi's infamous remark, paraphrased as "we have to pass the law to see what's in it," the sentiment that our president is trying to pull a fast one on the American people has stuck. As far as pulling down Obama's job approval, the healthcare.gov roll out ranks at the top of our list.
The 16 day government shutdown saw Congressional job approval ratings drop to 11%, but Obama was far from unscathed. While Congress' job approval dropped 8% from the month before, Obama's job approval dropped 4% through October.
Part of Obama's drop in job approval is undoubtedly the anemic language of being "exasperated" with these "radical" GOPers. Surely Obama "wheeled and dealed" to reach a budget deal behind the scenes, but publicly he seemed a non-entity. By waiting 40 hours into the shutdown to invite Boehner and other top officials to sit down, then not entering a substantive discussion, the GOP was able to combat allegations that they hijacked the government with statements like "the president won't talk" and "he's shirking on his obligations."
Edward Snowden's revealing look into the breadth of NSA spying may or may not have directly incriminated Obama, but the fallout placed him front and center. When allied nations such as Germany discovered the NSA had monitored phone calls of Chancellor Angela Merkel, as well as monitored millions of phone calls in France, our allies looked to the president for a definitive response. Gone are the days when Obama could gather crowds of 200,000 in Berlin. In the words of Merkel "trust needs to be rebuilt." So much for repairing the U.S.'s image abroad.
Two days into his first term in office President Obama appointed Senate Majority leader George Mitchell as his special envoy the Middle East, optimistically seeking "to actively and aggressively seek an active peace between Israel and the Palestinians." Five years later, tensions with Iran have risen and Israel has made close to zero policy changes regarding Palestinians, prompting Obama to Obama note, "It's a hard slog to work through all of these issues." At this point, the U.S. doesn't even appear in control of our own humanitarian efforts, with a floundering attempt to release 1,000 Palestinian prisoners and $700 million in U.S. aid to Palestine blocked.
With the portrayal of Obamacare and "big brother"-like NSA spying as big government, many people find it hard to believe that Obama didn't have a hand in the IRS's targeting of groups focused on "political action ... involved in limiting/expanding government, educating on the Constitution and Bill of Rights, social economic reform/movement." Whether it was the initial explanation that this was the work of low level staffers, the following response that it was a practice for dealing with the massive increase in non-profit applications leading up to elections or acting IRS commissioner Steven Miller's resignation — potentially suggesting internal direction on targeting conservative groups — many just just have a hard time believing Obama didn't have some hand in this.
Obama is in bad company again on this count. According to a report published by former Washington Post executive editor Leonard Downie, the Obama administration's "war on leaks" is the most aggressive since the Nixon administration. Downie, who also covered the Watergate scandal notes that "this is the most closed, control freak administration I've ever covered." The main component of this "war" is the Insider Threat Program, which utilizes the 1917 Espionage Act to hold anyone suspected of sharing classified information with reporters subject to lie detection tests and telephone and email surveillance.
Pulling the previous point into a single scandal, the Justice Department's secret collection of Assciated Press hone records is a serious threat to freedom of press and transparency. The records were retrieved through an obscenely broad application of the Espionage Act, subpoenaing incoming and outgoing phone records from 20 lines in four AP offices. Matt Apuzzo and Matt Goldman, both members of the AP's Pulitzer prize winning team were among the journalists monitored.
White House press secretary Jay Carney noted that "we are not involved in decisions made in connection with criminal investigations, as those matters are handled independently by the Justice Department." The finger was pointed back at the administration, however, when the Justice Department referred questions to the Attorney General Eric Holder.
While Obama did stick by his promise to wrap up Iraq's Operation Enduring Freedom, the last five years have been rough for troops in Afghanistan. In fact, the first six years of Afghan operations yielded roughly the same number of U.S. casualties as the first year Obama was Commander in Chief. From 2001 to 2008, the U.S. death toll was 630. Since 2009, the death toll is 1,617.
Despite open and candid support of a guilty verdict for George Zimmerman, Obama found his efforts futile.
Here's what Obama proposed in last February's State of the Union. How much of it actually got done?
1. Build on the guarantee in the Constitution that we will not be rivals for power, but partners in progress.
2. Reignite the true engine of the American economy, a thriving middle class.
3. Put national interests before partisan interests.
5. Enact bipartisan comprehensive tax reform.
6. Keep the people''s government open, and pay our bills on time.
7. Make America a magnet for new jobs and manufacturing.
9. Do more to combat climate change.
10. Speed up oil and gas permit applications.
11. Halve the energy wasted by homes and businesses over 20 years.
12. Improve infrastructure such as our 70,000 structurally deficient bridges.
13. Reinvigorate the housing market.
14. Make high quality preschool available to every child in America.
17. Fix the legal immigration system to attract skilled workers.
18. Raise the Federal minimum wage.
20. Incentivize the hiring of retired soldiers and those out of the workforce for prolonged periods.


One Million Laugh - The Truth Behind The Tooth.
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More than 450 members of the 31st Wing of the Civil Air Patrol held their annual statewide conference, April 21, 2018 at the Holiday Inn facility, Grantville, Pennsylvania to bring together cadets and senior members from the six regional groups in a fun and educational experience.
On hand were Airman and Soldiers of the Pennsylvania National Guard, providing a wide variety of displays and equipment to enhance the day of learning and provide just a taste of potential careers available to the cadets in their very near future.
Among the displays was a rapidly deployable communication satellite dish provided by the 271st Combat Communications Squadron, a part of the 193rd Special Operations Wing.
Looking more like a giant beach ball than a sophisticated communication hub, the receiver/transmitter offers rapid setup and portability. Weighing in at just over 60 pounds, the entire package fits in a case that could almost be stored in the overhead compartment on a commercial aircraft.
And the CAP is no stranger to the Pennsylvania National Guard.
Across the board, the impression of the day left on the participating Airmen and Soldier volunteers about the caliper of the young cadets of the Civil Air Patrol was one of respect and discipline the cadets reflected.
This work, Pa. National Guard assist Civil Air Patrol conference, by MSgt Chris Botzum, identified by DVIDS, must comply with the restrictions shown on https://www.dvidshub.net/about/copyright.


text:
Radio Training Wheels Are Off!
Last year, when the A's announced their plan to go with a streaming broadcast model, they kept rights with Bay Area AM station KTRB-860. At the time, many including myself considered the terrestrial station to act as a transitional step.
I'm not sure if the A's deal with KTRB will go longer than 2019. I suspect that the A's are using this year as a platform to launch the streaming offering.
The team announced today that they're going with TuneIn exclusively in the Bay Area. That means no traditional terrestrial radio anywhere in the Bay. At least the broadcasts are free in the Bay Area.
As I don't live in the Bay Area anymore, I found out quickly that I was outside the broadcast territory, so I couldn't get the games or the pre/post-game content on the TuneIn app without some finagling. I decided to play around with all of my available options. I got a VPN app to spoof my location to the Bay Area, and bought a TuneIn Premium subscription for the year. The subscription ends at the close of Cactus League play, which works out quite conveniently for me.
As the 2020 Cactus League starts, they're still getting the kinks out.
We are working on this https://t.co/Cxf1xzhwc9
— Dave Kaval (@DaveKaval) February 18, 2020
When I saw I was blocked from getting broadcasts despite my paying for workarounds, I decided to declare it all a sunk cost and went with the MLB app instead. The tradeoff there is that I got the game regardless of location, but little-to-no pre/post-game coverage. This year, I might go with MLB.tv for the A's only (it comes with audio as well) and call it a day. It's the price of innovation, I suppose.
Until then, I'll keep trying with what they're making available.
Strangely, there is still an A's Radio Network that will operate outside the Bay Area. And there will be continue to be Spanish-language broadcasts on existing Bay Area Spanish-language stations. Those broadcasts will also be carried on TuneIn. It's hard to beat good old radio, especially the AM variety, when you could "lock it in and rip the knob off." In the digital age there are no knobs. There are a lot of unresponsive virtual buttons, cryptic error messages, and a creeping sense of dread as your data gets used up, inning by inning, game after game.
This is a significant aspect (if true; I remain to be convinced that ANY streaming platform could deliver the truly in-real-time experience people get listening to a radio broadcast at the ballpark) https://t.co/xqosi13QFc
— Stan Bunger (@BungerKCBSRadio) February 18, 2020
The A's are partnering with TuneIn, a good choice from a business standpoint for both as TuneIn gets a high-profile client and the A's probably get some of the production costs handled by TuneIn. I wonder about the wisdom of this decision in the long run, though. This is a move fraught with friction. Last year I chose to go away from it because of that friction. I did some A/B testing against the MLB App, and TuneIn consistently had more latency than MLB. It didn't matter if the A's were at home or on the road, or if I was at the Coliseum or not. Given the state of affairs, I have no interest in renewing. A while back MLB allowed smartphone users to rebrand the normal MLB app with their preferred team's logo, making it a sort of one-stop shop for baseball fans. That same app is what A's fans will use to watch video highlights or entire games from their smartphones on the go. Yet there is a second, unrelated app that is preferred for radio. Way to make it easy, A's. If the team wants to remove some of that friction, they should follow the branding lead and put all their audio streams in the MLB app for easy access. No offense to TuneIn, I also occasionally listen to audio of MSNBC, CNN, and the local NPR station on the go. For A's games, it makes less sense. I already use Overcast for pre-recorded podcast listening. That's not going to change despite the incursion of streaming giants into the podcast world.
First world problems? First world problems.
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5 thoughts on "Radio Training Wheels Are Off!"
@ ML
That was fast, vary impressive.
IMO this is a horrible horrible idea. Not everyone has unlimited data. I am thankful I live in an area where I can still receive the radio broadcasts on AM 970.
I can totally see the need for this as an OPTION but as the ONLY alternative to TV or in-person? Bad move.
Guess I won't be listening to A's games on the radio this year. Thoroughly uninterested in downloading some app, signing up for some service, then using up all my data so I can listen to the game on my way home from work. Meanwhile, Giants fans can just tune in to the strongest radio signal in the Bay Area any time they want. It takes so much work to be an A's fan.
sierraspartan
Good news is, most of the East Bay is still in the primary coverage area of KHTK-Sacramento (AM1140), particularly if you are east of the Caldecott. As you go farther south you may get some fuzz-in from KLOK (1170).
Bad news is, KHTK's signal goes wonky at sundown, so you may hear KHTK or you may hear a station from Richmond VA or High River, Alberta. But they are available for free on the TuneIn app if you want to go that way.
I suspect there will be a deal struck for local terrestrial radio before the All-Star break.
Dave Kaval, you win. I will follow the Giants this year on radio.


You came highly recommended and once I'd watched your other videos I knew your style would suit ours. We don't want anything cheesy but chic, modern and colourful! We want it to be a classy party all the way.
Matt is a welshy and an accountant in London and Sophie is half English/half Romanian (British born) and runs her own aesthetics clinic in herts. We live in West London, and enjoy food and travel A LOT!
We spend most weekends hunting down new foodie joints and spending time with friends. We love gyming and holiday planning, Sun is life!
Matt proposed at the end of September 2016 in front of my FAVOURITE point in the world, on the island where we met, Es Vedra in Ibiza. (Google it, it's epic scenery)!
Manor by the Lake… Why this place above anywhere else?
We were looking to marry in Ibiza but it wasn't to be. Matt found this venue back in the uk and it was a lovely mid way point between his family in Ibiza and Sophie's in London/Herts. The Manor is stunning and is just a bit of us through and through.
A great time!! We genuinely want it to be the best wedding and for everyone to enjoy themselves! We have the best band booked and we are putting so much effort to the entitainment etc. Foods a big deal too, obvs!


A large number of people are voicing their opposition both to the proposed State visit by President Trump as well as to himself and I understand many of these concerns.
I agree with the Prime Minister and the Foreign Secretary who have made it clear that the recent changes to US immigration policy are not measures that the British Government would consider. It is a highly controversial and divisive policy and it is wrong to stigmatise people on the basis of their nationality.
However, the United States is the United Kingdom's most enduring ally and remains an important partner not least within NATO. Indeed, as we exit the EU the US becomes more important to us than ever.
President Trump is the democratically elected Head of State of his country and it is in that capacity that he is being invited to the United Kingdom.


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LEGAZPI CITY — A suspected member of the New People's Army (NPA) was killed on Sunday morning in a clash with Philippine Army soldiers in a village in Milagros town in Masbate province, an Army report said.
Capt. Joash Pramis, 9th Infantry Division (9ID) public affairs chief, said soldiers were on combat patrol operation when they engaged a 10-man NPA group in a firefight in Barangay (village) San Antonio, at around 6:30 a.m.
The rebel, whose identity is yet to be known, was killed in the brief encounter.