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Title: "Diawara: Special Connection with the Umpire B. Fee, While Amorim Understands Players As a Former Athlete"
BERWYN, Pa. , Nov. 26, 2024 /PRNewswire/ -- Envestnet, Inc. (the " Company "), yesterday announced that, pursuant to that certain Agreement and Plan of Merger, dated as of July 11, 2024 , by and among the Company, BCPE Pequod Buyer, Inc. (" Parent "), a Delaware corporation, and BCPE Pequod Merger Sub, Inc. (" Merger Sub "), a Delaware corporation and a wholly owned subsidiary of Parent (the "Merger Agreement"), Merger Sub merged with and into the Company (the " Merger "), with the Company continuing as the surviving corporation. At the effective time of the Merger, each share of common stock, par value $0.005 per share, of the Company (the " Common Shares ") (other than any Common Shares (i) owned by Parent (or any of its affiliates), Merger Sub or the Company or any direct or indirect wholly owned subsidiaries of Parent (or any of its affiliates), Merger Sub or the Company, (ii) that are Rollover Shares (as defined in the Merger Agreement), (iii) held in treasury of the Company, and (iv) as to which appraisal rights have been properly exercised in accordance with Delaware law) was automatically cancelled, extinguished and converted into the right to receive $63.15 in cash per one Common Share. As a result, a Share Exchange Event and a Make-Whole Fundamental Change occurred under each of the Indenture, dated as of August 20, 2020 , among the Company, the guarantor party thereto and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the " Trustee "), which governs the Company's 0.75% Convertible Notes due 2025 (the " 2025 Notes ") (such indenture, the " 2025 Indenture ") and the Indenture, dated of November 17, 2022 , among the Company, the guarantor party thereto and the Trustee, which governs the Company's 2.625% Convertible Notes due 2027 (the " 2027 Notes ", and together with the 2025 Notes, collectively and individually, the " Notes ") (such indenture, the " 2027 Indenture ", and together with the 2025 Indenture, collectively, the " Indentures ", and each, an " Indenture ", as applicable), triggering the adjustments to the conversion rights as described below. The effective date of the Share Exchange Event and Make-Whole Fundamental Change was November 25, 2024 (the " Effective Date "). Capitalized terms used and not defined herein have the meanings ascribed to them in the applicable Indenture. The Company announced that, pursuant to the terms of the respective Indenture, in connection with the consummation of the Merger which constitutes a Share Exchange Event under each Indenture, the Company and the Trustee entered into supplemental indentures to each Indenture providing that, following the effective date of the Merger, the right to convert each $1,000 principal amount of Notes into shares of common stock of the Company at the then applicable conversion rate shall be changed into a right to convert such principal amount of Notes solely into a number of units of Reference Property in an aggregate amount equal to the applicable conversion rate in effect on the conversion date (as may be increased by any Additional Shares), multiplied by $63.15 , the price paid per share of Common Stock in the Merger. Because the Merger constituted a Make-Whole Fundamental Change, the Notes are convertible, at the option of the Holder, at any time from the Effective Date until 5:00 p.m. , New York City time, on the business day immediately preceding the Fundamental Change Purchase Date to be determined by the Company and separately announced to the Holders in accordance with the terms of the Indentures as a result of the Merger (the " Conversion Period "). Also because the Merger constituted a Make-Whole Fundamental Change, the conversion rate for the 2027 Notes will be temporarily increased during the Conversion Period. Such conversion rate per $1,000 principal amount of the 2027 Notes increased by 3.2973 units of Reference Property from 13.6304 units of Reference Property to 16.9277 units of Reference Property. The Company's conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed at an amount in cash equal to $591.602 per $1,000 principal amount of the 2025 Notes validly surrendered for conversion, and $1,068.984 per $1,000 principal amount of the 2027 Notes validly surrendered for conversion. The right of the Holders to convert their Notes is separate from the right, at the Holder's option, to submit their Notes for purchase upon a Fundamental Change. If a Holder submits a Fundamental Change Purchase Notice, such Holder may not surrender such Notes for conversion unless the Holder validly withdraws such Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time. Holders should review the applicable Indenture carefully and should consult with their own financial and tax advisors. None of the Company, Merger Sub, Parent or any of their respective affiliates, or any of its or their respective boards of directors, employees, advisors or representatives or U.S. Bank Trust Company, National Association, in its capacity as trustee, paying agent or conversion agent with respect to the Notes, is making any representation or recommendation to any Holder as to whether or not to surrender or convert that Holder's Notes. The Trustee, Paying Agent and Conversion Agent is: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402 Telephone: (800) 934-6802 Email: cts.specfinance@usbank.com Any questions or requests for assistance in connection with the conversion of the Notes may be directed to U.S. Bank Trust Company, National Association, in accordance with the contact information listed above, or the Company. About Envestnet Envestnet is helping to lead the growth of wealth managers and transforming the way financial advice is delivered through its ecosystem of connected technology, advanced insights, and comprehensive solutions – backed by industry-leading service and support. Serving the wealth management industry for 25 years with more than $6.5 trillion in platform assets—more than 111,000 advisors, 17 of the 20 largest U.S. banks, 48 of the 50 largest wealth management and brokerage firms, more than 500 of the largest RIAs -- thousands of companies, depend on Envestnet technology and services to help drive business growth and productivity, and better outcomes for their clients. Data as of 9/30/24. View original content to download multimedia: https://www.prnewswire.com/news-releases/envestnet-inc-announces-make-whole-fundamental-change-and-supplemental-indentures-under-its-0-75-convertible-notes-due-2025-and-2-625-convertible-notes-due-2027--302317032.html SOURCE Envestnet, Inc.By Avaya Shrestha,Mandan Deupur (Kavre), Dec. 30: Majhitar might be an unfamiliar place to many. However, for those who have read Ramesh Bikal’s novel 'Abiral Bagdachha Indrawati' or watched the television series based on the same novel, this place holds special significance. This location, the setting of the novel and the shooting site of the television series, is in Mandan Deupur Municipality-4 of Kavre district. It is also near Jogitar, the village of Bikal’s in-laws. It was where Bikal studied the lifestyle, struggles, exploitation and oppression of the Majhi community in 1979 AD and wrote the novel in 1982 AD, which later became a masterpiece in Nepali literature. On Saturday, the Ramesh Bikal Literary Foundation in Kathmandu and the Arjun Radha Foundation in Jogitar organised a book launch programme in the same area. The book, 'Lekbensika Sugandha', is a travel memoir by Mahendra Chalise, Bikal’s youngest son. In the event, attended by literary figures including Ramesh Bikal’s colleague Rochak Ghimire, journalist Bijaya Chalise, and critics Thakur Sharma and Gopi Mainali, the setting of Bikal’s novel became a central topic of discussion. 'Lekbensika Sugandha' contains 22 travel memoirs exploring various religious and touristic sites. Sharma and Mainali presented critical reviews of the book while others, including Arjun Nepal, Suman Nepal, and Alok Chalise shared their thoughts on it. During the event, Rochak Ghimire, editor-in-chief of the literary bimonthly 'Rachana' and a colleague of Bikal, along with Vijay Chalise, Bikal’s eldest son and journalist, recounted interesting anecdotes about the novel’s setting. Approximately 50 kilometres northeast of Kathmandu, this place used to be a two-day walk for Bikal and Ghimire, who often spent months there for social studies and reflections. According to Ghimire, this area also served as the setting for two of Bikal’s famous stories, 'Lahuri Bhainsi' and 'Bhanjyang Chautari'. “Most of Bikal’s stories were based on true events. He chose characters from real-life people he encountered, skillfully embellishing them with imagination,” Ghimire said. Vijay Chalise reminisced about his childhood experiences in the birthplace of his mother, Sushila Nepal. "Following Bikal's legacy, his sons, grandchildren and great grandchildren are involved in writing," Chalise disclosed. Although the main event was the book launch, for the nearly 100 numbers of writers, including Amar Pradhan, Tej Prakash Shrestha, Viplov Dhakal, Padhma Aryal, Shree Om Rodan, Mandira Madhushree, Nirupa Prasun and others, from Kathmandu, the visit turned into a literary pilgrimage. Throughout the journey, they discussed Lalgedi, the Majhi girl from 'Abiral Bagdachha Indrawati', her brothers, and the feudal lord of the village. “The feudal lord’s son, portrayed as the villain in the novel and the TV series, was reportedly a notorious Panchayat-era leader,” revealed Pratik Ghimire, editor of 'Rachana'. Pradeep Sapkota, editor of E-Khabar Net and a writer from Kavre, shared an incident where, after the TV series aired, some individuals attempted to attack artiste Rabi Giri, who acted the role of the feudal lord’s son, Sana Kaji. Caption: Literary journalist Rochak Ghimire and others releasing 'Lek Bensika Sugandha', a travel memoir written by Mahendra Chalise in Mandan Deupur Municipality-4, Kavre, on Saturday.
Jimmy Carter: A brief bioAfter growing up on General Hospital , Brooklyn Rae Silzer said goodbye to her longtime fans and TV alter ego, Emma Drake, earlier this week after her role was recast. Silzer, 18, broke her silence about her bittersweet departure on Monday, December 23. “A little note to my @GeneralHospital family and fans who have loved me over the years ❤️ B xoxo,” she captioned the social media post shared via X . “To my amazing General Hospital family who have supported me and watched me grow up over the years as Emma I am forever grateful,” she wrote. “Although sad my time as Emma has come to an end, I will cherish all of my memories and friendships made.” The actress continued: “I am so lucky to have been casted as Emma 13 years ago and to have had the opportunity to grow her character over the years.” She concluded, “I am forever thankful for General Hospital and Emma will always hold a special place in my heart.” Silzer joined the cast of General Hospital in 2011 when she was just 5 years old. She portrayed Robin Scorpio (originated by Kimberly McCullough ) and Patrick Drake’s (last portrayed by Jason Thompson in 2016) daughter, Emma, as a series regular until 2016. She has since popped up as a guest star. After more than a decade on the soap opera, Silzer was replaced by Braedyn Bruner , who made her debut as Emma on Monday. “SURPRISE!! My first episode as Emma Scorpio-Drake airs today!” Bruner wrote via Instagram at the time. “AHHHH!! I’m so SO excited and honored to continue this incredible legacy. & to my new family at General Hospital , I love every single one of ya. 🥹🫶 ✨.” Silzer, meanwhile, wished her replacement well in her social media post on Monday. “I am so excited to see how Braedyn takes care of Emma and bring new layers to her character,” she said of the newest soap opera actress. Silzer’s exit is the latest casting shakeup for General Hospital this year. Michael Easton — who played various characters including Silas Clay and Hamilton Finn — announced his departure in June after 944 episodes. A source exclusively told Us Weekly in August that Kelly Monaco was parting ways with the soap opera. The actress, who played Sam McCall for 21 years, confirmed her exit in October , hinting that it wasn’t her choice to leave. You have successfully subscribed. By signing up, I agree to the Terms and Privacy Policy and to receive emails from Us Weekly Check our latest news in Google News Check our latest news in Apple News “Last scene with the Davis girls,” she wrote via Instagram. “Still doesn’t make any sense to me.” The following month, Chad Duell announced his exit after 14 years on the show . “After many incredible years with General Hospital , I’ve decided to step away from the show,” he wrote via Instagram in November, reflecting on his time as Michael Corinthos. “This wasn’t an easy decision for me, but it feels like the right time in my life. I’m beyond grateful to Frank Valentini , the cast, crew, and everyone behind the scenes who have been like family to me throughout this amazing journey.” General Hospital airs on ABC weekdays. (Check local listings.)
Clemson 75, Penn St. 67
Palantir Technologies Inc PLTR shares are hitting new highs on Tuesday. Here’s a look at what’s going on . What To Know: Palantir shares are up more than 380% since the start of the year, driven largely by the company’s positioning in the AI space. The rally in Palantir shares accelerated at the beginning of November after the company reported strong quarterly results driven by “unrelenting” AI demand. Revenue jumped 30% year-over-year on continued strength in the U.S. and customer count grew 39% after the company closed 104 deals worth over $1 million during the quarter. “The growth of our business is accelerating, and our financial performance is exceeding expectations as we meet an unwavering demand for the most advanced artificial intelligence technologies from our U.S. government and commercial customers," Alex Karp , co-founder and CEO of Palantir, said in a letter to shareholders last month. Check This Out: Investors Aggressively Bought Stocks, ETFs In Volatile Fed Week: Bank Of America Reveals Largest Inflows Since 2017 Over the weekend, the Financial Times reported that Palantir and defense technology company Anduril are communicating with several competitors about the potential of forming a consortium to make a joint bid on U.S. government contracts. The report indicates that SpaceX and OpenAI are among the companies in talks to join. The group is planning to announce itself publicly as soon as January, people with knowledge of the matter said. "We are working together to provide a new generation of defense contractors," one person involved in organizing the group reportedly said. The Financial Times further reported that tie-ups between some tech groups expected to be involved with the consortium have already started. Palantir’s AI platform was integrated with Anduril’s autonomous software earlier this month and Anduril has linked its counter-drone systems with OpenAI models. Palantir announced last week that it extended its long-standing partnership with the U.S. Army through 2028. The four-year agreement extension is valued at more than $400 million and has a total available ceiling of approximately $619 million. By leveraging Palantir’s software, the U.S. Army is able to create AI-enabled data solutions to analyze information from multiple data sources, enabling operational efficiencies and optimizing business processes. PLTR Price Action: Palantir shares were trading at all-time highs at last check. The stock was up 1.31% at $81.79 at the time of publication Tuesday, according to Benzinga Pro . Photo: Shutterstock. © 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
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