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☆ Negotiating Financing Provisions in Mergers
▼ + stars: | 2023-05-01 | by ( ) www.reuters.com time to read: +47 min

(For the complete version of this resource, which includes initial considerations and questions counsel should ask when drafting and negotiating financing provisions in merger agreements, see Drafting and Negotiating Financing Provisions in Mergers on Practical Law.) For a private placement under Rule 144A, the financing parties may offer some flexibility regarding the required financing statements. The term refers collectively to provisions that benefit debt financing parties by limiting their liability in an acquisition financing, including provisions that provide for:No recourse to the financing parties. The target company has no recourse against the financing parties and cannot pursue litigation against the financing parties directly. The financing parties are third-party beneficiaries of the Xerox provisions to permit the financing parties to enforce their rights under the merger agreement.

☆ More than two-thirds of elephant habitat lost across Asia, study finds
▼ + stars: | 2023-04-27 | by ( Helen Regan | ) edition.cnn.com time to read: +6 min

CNN —Elephants have lost almost two-thirds of their habitat across Asia, the result of hundreds of years of deforestation and increasing human use of land for agriculture and infrastructure, a new study has found. The study found that the greatest decline in elephant habitats was in China, where 94% of suitable land was lost between 1700 and 2015. Meanwhile, more than half of suitable elephant habitats have been lost in Bangladesh, Thailand, Vietnam and Indonesia’s Sumatra. The era also saw “new value systems, market forces, and governance policies” reaching beyond the cities of Europe into the forests of Asia – speeding up elephant habitat loss and the fragmentation of the species, the study found. Habitat loss also means elephants are migrating from their usual territories, creating “challenges for human communities that have little experience with elephants,” the study said.

☆ Ryan Garcia vs. Gervonta Davis: rivals set to clash in boxing’s most highly anticipated fight of the year
▼ + stars: | 2023-04-22 | by ( Ben Morse | ) edition.cnn.com time to read: +3 min

But in the case of Ryan Garcia and Gervonta Davis, they clearly don’t like each other. But Garcia said that a late addition from Davis’ team provided an extra complication to talks; one which he said he was happy to facilitate so the fight could go ahead. “I look at Ryan and I know he’s ready. “‘Tank’ Davis by KO, like I’ve been saying and it might be early,” he said. How to watchBoxing fans across the world will want to tune to watch Garcia and Davis trade blows.

☆ ‘Ghosted’ Review: Chris Evans Falls For Ana de Armas’s Spy
▼ + stars: | 2023-04-20 | by ( John Anderson | ) www.wsj.com time to read: +1 min

Chris Evans and Ana de Armas Photo: AppleTV+Aside from the real classics of cinema, Hollywood tradition has been largely about extremely attractive people doing extraordinarily silly things—which makes “Ghosted” an old-fashioned movie. Ghosted Friday, Apple TV+It is also, it turns out, a spoof of those movies and of entire genres, notably the spy thriller and the rom-com of the hate-at-first-sight variety. Cole Turner ( Chris Evans ), a self-described “farmer” who lives outside Washington (with his parents), sells his honey at a D.C. sidewalk market; Sadie Rhodes ( Ana de Armas ) is a CIA operative who wings her way around the world firing automatic weapons at bad guys. The gender flip, such as it is, is less clever than it once would have been; likewise the fact that their meet-cute isn’t cute at all. Thanks for the tip.

☆ 19 Unique Gifts for Women Who Have Everything
▼ + stars: | 2023-04-14 | by ( ) www.wsj.com time to read: +10 min

“There’s something a little decadent about wearing a matching cashmere set when you’re traveling by plane, for example,” Deyette notes. Note: The earrings can also be purchased as singles if you or your recipient like to mix and match. Constructed of 100% Australian sheepskin upper and footbed, they feel incredibly luxe and confer the benefit of breathable, moisture-wicking materials. “I love lighting this candle when I take a bath or just want to relax with a good book,” she says. It comes with a 72-ounce pitcher and an ice-crushing blade, as well as two single-serve blender cups for beverages on the go.

☆ Study reveals how treating hearing loss could impact dementia risk
▼ + stars: | 2023-04-13 | by ( Madeline Holcombe | ) edition.cnn.com time to read: +5 min

CNN —Treating hearing loss could mean reducing the risk for dementia, according to a new study. Hearing loss may increase the risk for dementia, but using hearing aids lowered the risk so it’s similar to those without hearing loss, according to the study published Thursday in The Lancet. A 2020 Lancet commission on dementia prevention, intervention and care suggested hearing loss may be associated with around 8% of dementia cases, but this study found that the use of hearing aids reduced the risk to levels similar to people without hearing loss, the study said. “A recent study showed that only 15% of US adults with hearing loss use hearing aids,” De Sousa said. The Hearing Loss Association of America still supports multiple avenues for addressing hearing loss, Hamlin said.

☆ She was weeks away from maternity leave at Twitter. Then Elon Musk took over
▼ + stars: | 2023-03-06 | by ( Clare Duffy | ) edition.cnn.com time to read: +14 min

Twitter now reportedly has fewer than 2,000 employees following more cuts late last month, down from around 7,500 before Musk took over. CNN“We were on the Twitter-coaster, the Elon Musk chapter, for seven months,” Ali said. De Caires is one of the former Twitter employees taking legal action against the company following mass layoffs after Musk took over. Jeff Chiu/APInstead, Twitter employees say they heard very little from their new leader in the days immediately after his takeover. Attorney Shannon Liss-Riordan is representing around 1,500 former Twitter employees taking legal action against the company following Musk's takeover.

☆ U.S. regulators rejected Elon Musk’s bid to test brain chips in humans
▼ + stars: | 2023-03-02 | by ( ) www.reuters.com time to read: +23 min

Musk’s missed deadlines for FDA approval of Neuralink July 2019:Musk says Neuralink is aiming to receive regulatory approval for human trials of brain implants by the end of 2020. “Everybody in the industry was saying: ‘Oh my God, they’re going to run straight into a brick wall,’” Ludwig said of Musk’s bid for FDA approval. For example, NeuroPace, which makes the brain implant to treat epilepsy, received final FDA approval in 2013 – 16 years after the company’s launch. The FDA’s concerns about the battery are also potentially serious, experts in brain devices said. Still, that proposal disappointed Neuralink because it could delay progress toward final FDA approval, one of the sources said.

☆ Brexit slammed the UK economy. The Northern Ireland deal gives it hope
▼ + stars: | 2023-02-28 | by ( Hanna Ziady | ) edition.cnn.com time to read: +8 min

It delivers “long-lasting solutions” that will work for the people and businesses of Northern Ireland, she added. It also allows the UK government to determine sales tax rates for businesses in Northern Ireland and gives the Northern Ireland government emergency powers to oppose new EU rules on some goods. A boost to BritainBeyond its importance to Northern Ireland, the deal eases the uncertainty Brexit created for Britain. The new Northern Ireland deal opens the door to closer UK-EU cooperation on financial services, energy, immigration and scientific research, according to experts. “You need to address the Protocol before you do anything else,” said Anna Jerzewska, the founder of international trade consultancy Trade & Borders.

☆ ‘The Last Campaign’ Review: The Battles of Sherman and Geronimo
▼ + stars: | 2023-02-24 | by ( Andrew R. Graybill | ) www.wsj.com time to read: +1 min

That, however, is considerably more overlap than between the protagonists featured in H.W. Brands’s latest book, “The Last Campaign: Sherman, Geronimo and the War for America.” Despite their twin billing, the general and the Apache leader do not cross paths in the book, and apparently never met. Moreover, while “Heat” remains original and taut (despite its nearly three-hour runtime), “The Last Campaign” is predictable and baggy, following an established path now beaten to dust by generations of professional and popular historians. At first blush, author and subject seem well matched. Mr. Brands is a talented storyteller, with a novelist’s feel for pacing and detail.

☆ Premarket stocks: Here's why you should always wait for the earnings call
▼ + stars: | 2023-01-30 | by ( Nicole Goodkind | ) edition.cnn.com time to read: +6 min

We’re currently in the thick of fourth quarter earnings reports, but traders don’t seem to care about how companies fared during the final months of 2022. These slowdowns have been partially factored into stock prices, he said, “but not necessarily in full.”The upside: Market reaction appears to go both ways. Gas prices are surging this month. Gas prices are rocketing higher. Why are gas prices jumping?

☆ Kering appoints De Sarno as Gucci creative director
▼ + stars: | 2023-01-28 | by ( ) www.reuters.com time to read: +2 min

[1/2] A Gucci sign is seen outside a shop in Paris, France, January 27, 2023. REUTERS/Sarah Meyssonnier/FilesPARIS, Jan 28 (Reuters) - French luxury giant Kering (PRTP.PA) has appointed Sabato De Sarno, a senior fashion designer at Valentino, as creative director of its top brand Gucci, it said on Saturday. I am touched and excited to contribute my creative vision for the brand,” De Sarno said in Kering's statement. He will present his debut Gucci runway collection at Milan Women's Fashion Week in September 2023. Former creative director Alessandro Michele, known for his flamboyant and gender-fluid styles, left Gucci abruptly in November after seven years in the job, following tensions between with Kering's top management, sources told Reuters.

☆ Gas prices have surged 40 cents in a month
▼ + stars: | 2023-01-27 | by ( Matt Egan | ) edition.cnn.com time to read: +4 min

But something unusual is happening this year: Gas prices are rocketing higher. Although that’s a far cry from the record of $5.02 a gallon last June, gas prices have increased by 12 cents in the past week and 40 cents in the past month. AAA says some states have experienced much bigger gains over the past month, including Colorado (95 cents), Georgia (68 cents), Delaware (63 cents), Florida (60 cents) and Ohio (59 cents). That helps explain why gas prices in Colorado have surged by nearly $1 a gallon over the past month. Oil prices bounce off lowsBeyond the refinery problems, oil prices have crept higher, helping to drive prices at the pump northward.

The film won nominations for best picture, best director and its stars Michelle Yeoh and Ke Huy Quan won nods for best performance by an actress and actor in a leading role. The nominations were announced by Allison Williams and Riz Ahmed on Tuesday morning at the Samuel Goldwyn Theater. Voting for the nominations concluded Jan. 17, and 9,579 members of the academy were eligible to vote, according to Variety. Neither women of color made it to the list for best leading actress. The Oscar nominations come just weeks after the Golden Globes returned to the airwaves.

Ana de Armas garnered an Academy Award nomination for best actress in a leading role for her performance as Marilyn Monroe in Netflix's "Blonde" — amid controversy over the movie. De Armas, 34, was nominated for the Oscar a day after “Blonde” got eight Razzie Award nominations, including worst picture and screenplay, further underscoring how polarizing the film has been. This is the Cuban-born actor's first Oscar nomination. Her performance in the movie also earned de Armas her second Golden Globe nomination last year. “Argentina, 1985” won a Golden Globe last month for best non-English language motion picture.

☆ Ron DeSantis just notched a win in court. But the judge says he still violated a prosecutor’s free speech rights.
▼ + stars: | 2023-01-20 | by ( Marc Caputo | Marc Caputo Is A Senior National Political Reporter For Nbc News. | ) www.nbcnews.com time to read: +15 min

In a statement posted on Twitter, DeSantis' office lauded the ruling without addressing those nuances. By suspending Warren, DeSantis also elevated the Democrat’s political profile in his own party. And no one in Hillsborough County was charged with violating that state law when Warren was the county prosecutor. Court testimony from DeSantis administration officials showed that the abortion letter was the major cause of Warren's suspension. Abortion was the only issue mentioned in the first draft of DeSantis' suspension order.

Ron DeSantis is proposing legislation to permanently ban Covid-19 health measures aimed at mitigating the virus in the state. The legislation would prohibit vaccine and mask requirements in schools, masking requirements at businesses, and so-called vaccine passports showing proof of vaccination. “When the world lost its mind, Florida was a refuge of sanity, serving strongly as freedom’s linchpin,” DeSantis said in a press release. The Florida Supreme Court approved DeSantis’ request late last month. DeSantis first drew ire from Trump last year when he refused to say whether he received a Covid booster shot.

☆ Brazil ‘mega-protest’ fizzles amid authorities’ concern
▼ + stars: | 2023-01-12 | by ( The Associated Press | ) www.nbcnews.com time to read: +5 min

BRASILIA, Brazil — Skittish Brazilian authorities on Wednesday spared no effort to boost security in the face of a social media flyer promoting a “mega-protest to retake power” in two dozen cities. On Brasilia’s esplanade surrounded by federal government buildings, authorities had designated an area for protest and stationed police and national guard troops. Just one couple showed, dressed in the same Brazil soccer jerseys that thousands of rioters wore four days earlier. Citing the call to protest, a Supreme Court justice ordered local authorities in cities across Brazil to prevent protesters from blocking roads or occupying public spaces and buildings. Justice Minister Flávio Dino told local press this week that authorities have identified some of the protest’s financiers.

☆ Brazilian authorities brace for possible repeat of uprising
▼ + stars: | 2023-01-11 | by ( Associated Press | ) www.nbcnews.com time to read: +6 min

It was unclear how large or violent such demonstrations might shape up to be, but skittish authorities took no chances. Citing the call to action on social media, a Supreme Court justice ordered local authorities in cities across Brazil to prevent protesters from blocking roads or occupying public spaces and buildings. A police officer carries away part of a vandalized sculpture Tuesday at the Supreme Court building in Brasília. Carl De Souza / AFP - Getty ImagesJustice Minister Flávio Dino told local press this week that authorities have identified some of the protest’s financiers. In November, the Supreme Court froze 43 bank accounts of people accused of having financed roadblocks that disrupted highway traffic in the wake of Lula’s victory.

☆ Brazilian judge orders arrest of Bolsonaro’s ex-minister after Brasília rampage
▼ + stars: | 2023-01-11 | by ( ) www.nbcnews.com time to read: +6 min

BRASILIA, Brazil — A Brazilian Supreme Court judge ordered the arrest on Tuesday of the capital’s most recent public security chief after supporters of right-wing former President Jair Bolsonaro led a rampage through government buildings. Supporters of former Brazilian President Jair Bolsonaro storm the National Congress building in Brasília on Sunday. In the arrest warrant, Moraes cited their failure to ensure proper security forces were in place. A Reuters witness spotted police at the Torres family residence in an upscale Brasília neighborhood, where a resident said they left carrying bags. His son, Senator Flavio Bolsonaro, denied on Tuesday that the former president was responsible for the riots on Sunday.

Brazilian authorities have detained an estimated 1,500 people in connection with the attack on government buildings in the country's capital Sunday by supporters of former President Jair Bolsonaro. Security forces arrest supporters of former President Jair Bolsonaro on Sunday after retaking control of the presidential palace in Brasilia. Ton Molina / AFP - Getty ImagesChaos erupted Sunday in Brasilia as mobs protesting the country's presidential election vandalized Brazil's Congress, Supreme Court and presidential palace. He repeatedly asserted that Brazil's electronic voting machines were prone to fraud, with no evidence to support his unfounded claims. An office in Brasilia was destroyed by radical supporters of former President Jair Bolsonaro in a riot Sunday.

It was also nominated for best TV musical or comedy TV series. Gomez, 30, was nominated for her performance as Mabel Mora in Hulu's true crime satire “Only Murders in the Building." The show was also nominated for best musical or comedy TV series. Also joining the club of first-time Latino Golden Globe nominees are Aubrey Plaza, Diego Calva and Diego Luna. Two other young Latinas, Anya Taylor-Joy and Ana de Armas, landed best performance nominations for their leading movie roles.

☆ Final farewell: From Sidney Poitier to Pope Emeritus Benedict a look back at the influential figures who died in 2022
▼ + stars: | 2023-01-01 | by ( Associated Press | ) www.nbcnews.com time to read: +55 min

Other world leaders who died in 2022 include former Soviet leader Mikhail Gorbachev, who died in August. The final days of 2022 saw the loss of some exceptionally notable figures, including Pope Emeritus Benedict XVI. Here is a roll call of some influential figures who died in 2022 (cause of death cited for younger people, if available):___JANUARY___Dan Reeves, 77. A Cuban-born artist whose radiant color palette and geometric paintings were overlooked for decades before the art world took notice. A prolific character actor best known for playing villains and tough guys in “The Manchurian Candidate,” “Ocean’s Eleven” and other films.

It’s not surprising to see that federal prosecutors, state prosecutors and New York’s attorney general are reportedly looking into Santos’ deception, and much of the public likely wants to see Santos punished for his duplicity. Yet despite the brazenness and provable nature of Santos’ lies, no one should believe that an indictment is guaranteed. Lying to the public, as Santos has, may be despicable and indefensible, but it is not a crime. Santos’ lies could be a goldmine for establishing intent and impeaching him on cross-examination at trial, and, if he is convicted, enhancing his punishment at sentencing. And there are no obvious state violations or other punishments coming for Santos unless state investigators uncover new facts.

☆ $4 gas could return as soon as May, GasBuddy projects
▼ + stars: | 2022-12-27 | by ( Matt Egan | ) edition.cnn.com time to read: +5 min

New York CNN Business —Gas prices will probably be significantly cheaper overall next year. Yet the national average could still climb back above the $4-a-gallon threshold as soon as May, according to GasBuddy projections shared exclusively with CNN. Why gas prices are droppingIn December 2021, before Russia amassed troops at Ukraine’s border, GasBuddy projected the national average for gas would be $3.41 a gallon in 2022. The national average is now about 20 cents below the same period of a year ago, according to AAA. Gas prices are not expected to return to $5 this summer – although GasBuddy isn’t ruling that out.

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