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Dissolution of the monasteries The dissolution of the monasteries, occasionally referred to as the suppression of the monasteries, was the set of administrative and legal processes between 1536 and 1541 by which Henry VIII disbanded monasteries, priories, convents, and friaries in England, Wales, and Ireland, expropriated their income, disposed of their assets, and provided for their former personnel and functions. Although the policy was originally envisaged as increasing the regular income of the Crown, much former monastic property was sold off to fund Henry's military campaigns in the 1540s.
Dissolution of the Soviet Union The dissolution of the Soviet Union (1988–1991) was the process of internal disintegration within the Soviet Union (USSR) which resulted in the end of the country's and the federal government's existence as a sovereign state, thereby resulting in its constituent republics gaining full sovereignty. It brought an end to the General Secretary, Mikhail Gorbachev's (later also President) effort to reform the Soviet political and economic system in an attempt to stop a period of political stalemate and economic backslide.
Dissolution testing In the pharmaceutical industry, drug dissolution testing is routinely used to provide critical in vitro drug release information for both quality control purposes, i.e., to assess batch-to-batch consistency of solid oral dosage forms such as tablets, and drug development, i.e., to predict in vivo drug release profiles. There are three typical situations where dissolution testing plays a vital role: (i) formulation and optimization decisions: during product development, for products where dissolution performance is a critical quality attribute, both the product formulation and the manufacturing process are optimized based on achieving specific dissolution targets.
Double dissolution A double dissolution is a procedure permitted under the Australian Constitution to resolve deadlocks in the bicameral Parliament of Australia between the House of Representatives (lower house) and the Senate (upper house). A double dissolution is the only circumstance in which the entire Senate can be dissolved.
Dissolution (law) In law, dissolution is any of several legal events that terminate a legal entity or agreement such as a marriage, adoption, corporation, or union.\nDissolution is the last stage of liquidation, the process by which a company (or part of a company) is brought to an end, and the assets and property of the company are gone forever.
Dissolution of parliament The dissolution of a legislative assembly is the mandatory simultaneous resignation of all of its members, in anticipation that a successive legislative assembly will reconvene later with possibly different members. In a democracy, the new assembly is chosen by a general election.
Dissolution of Russia The dissolution of Russia is a hypothetical unraveling of the Russian Federation from a unified state to various potential independent successor states. The topic is the subject of hundreds of articles on the Internet.The current Russian Federation is the primary successor state of the Soviet Union.
Lluís Companys Lluís Companys i Jover (Catalan pronunciation: [ʎuˈis kumˈpaɲs]; 21 June 1882 – 15 October 1940) was a Spanish politician from Catalonia who served as president of Catalonia from 1934 and during the Spanish Civil War.\nCompanys was a lawyer close to labour movement and one of the most prominent leaders of the Republican Left of Catalonia (ERC) political party, founded in 1931.
Company A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals.
The Pokémon Company The Pokémon Company (株式会社ポケモン, Kabushiki gaisha Pokémon) is a Japanese company responsible for brand management, production, publishing, marketing and licensing of the Pokémon franchise, which consists of video game software, a trading card game, anime television series, films, manga, home entertainment products, merchandise, and other ventures. It was established through a joint investment by the three businesses holding the copyright of Pokémon: Nintendo, Game Freak, and Creatures.
The Weather Company The Weather Company is a weather forecasting and information technology company that owns and operates weather.com and Weather Underground. The Weather Company has been a subsidiary of the Watson & Cloud Platform business unit of IBM since 2016.
Exchange rate In finance, an exchange rate is the rate at which one currency will be exchanged for another currency. Currencies are most commonly national currencies, but may be sub-national as in the case of Hong Kong or supra-national as in the case of the euro.
Embedded option An embedded option is a component of a financial bond or other security, which provides the bondholder or the issuer the right to take some action against the other party. There are several types of options that can be embedded into a bond; common types of bonds with embedded options include callable bond, puttable bond, convertible bond, extendible bond, exchangeable bond, and capped floating rate note.
Common stock Common stock is a form of corporate equity ownership, a type of security. The terms voting share and ordinary share are also used frequently outside of the United States.
Common stock dividend A common stock dividend is the dividend paid to common stock owners from the profits of the company. Like other dividends, the payout is in the form of either cash or stock.
Matthiola incana Matthiola incana is a species of flowering plant in the cabbage family Brassicaceae. Common names include Brompton stock, common stock, hoary stock, ten-week stock, and gilly-flower.
New York Stock Exchange The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District of Lower Manhattan in New York City. It is by far the world's largest stock exchange by market capitalization of its listed companies at US$30.1 trillion as of February 2018.
Privately held company A privately held company or private company is a company which does not offer or trade its company stock (shares) to the general public on the stock market exchanges, but rather the company's stock is offered, owned and traded or exchanged privately or over-the-counter. In the case of a close corporation, there are a relatively small number of shareholders or company members.
Subsidiary A subsidiary, subsidiary company or daughter company is a company owned or controlled by another company, which is called the parent company or holding company. Two or more subsidiaries that belong to the same parent company are called sister companies.
Annual general meeting An annual general meeting (AGM, also known as the annual meeting) is a meeting of the general membership of an organization.\nThese organizations include membership associations and companies with shareholders.
Shareholder A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation.
Shareholders' agreement A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an agreement amongst the shareholders or members of a company. In practical effect, it is analogous to a partnership agreement.
Desperate Shareholders Desperate Shareholders (Russian: Отчаянные дольщики, romanized: Otchayannye dolshchiki) is a 2022 Russian crime comedy film directed by Ilya Farfell. The film produced by Yellow, Black and White also starred Maksim Lagashkin, Mikhail Trukhin, Ekaterina Stulova, Nikita Kologrivyy, and Olga Venikova.
Activist shareholder An activist shareholder is a shareholder who uses an equity stake in a corporation to put pressure on its management. A fairly small stake (less than 10% of outstanding shares) may be enough to launch a successful campaign.
Shareholder oppression Shareholder oppression occurs when the majority shareholders in a corporation take action that unfairly prejudices the minority. It most commonly occurs in non-publicly traded companies, because the lack of a public market for shares leaves minority shareholders particularly vulnerable, since minority shareholders cannot escape mistreatment by selling their stock and exiting the corporation.
Verizon Communications Verizon Communications Inc., commonly known as Verizon, is an American multinational telecommunications conglomerate and a corporate component of the Dow Jones Industrial Average. The company is headquartered at 1095 Avenue of the Americas in Midtown Manhattan, New York City, but is incorporated in Delaware.
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Normal distribution In statistics, a normal distribution (also known as Gaussian, Gauss, or Laplace–Gauss distribution) is a type of continuous probability distribution for a real-valued random variable. The general form of its probability density function is\n\n \n \n \n f\n (\n x\n )\n =\n \n \n 1\n \n σ\n \n \n 2\n π\n \n \n \n \n \n \n e\n \n −\n \n \n 1\n 2\n \n \n \n \n (\n \n \n \n x\n −\n μ\n \n σ\n \n \n )\n \n \n 2\n \n \n \n \n \n \n {\displaystyle f(x)={\frac {1}{\sigma {\sqrt {2\pi }}}}e^{-{\frac {1}{2}}\left({\frac {x-\mu }{\sigma }}\right)^{2}}}\n The parameter \n \n \n \n μ\n \n \n {\displaystyle \mu }\n is the mean or expectation of the distribution (and also its median and mode), while the parameter \n \n \n \n σ\n \n \n {\displaystyle \sigma }\n is its standard deviation.
Passeig de Lluís Companys, Barcelona Passeig de Lluís Companys (Catalan pronunciation: [pəˈsɛdʒ də ʎuˈis kumˈpaɲs]) is a promenade in the Ciutat Vella and Eixample districts of Barcelona, Catalonia, Spain, and can be seen as an extension of Passeig de Sant Joan. It was named after President Lluís Companys, who was executed in 1940.
Estadi Olímpic Lluís Companys Estadi Olímpic Lluís Companys (Catalan pronunciation: [əsˈtaði uˈlimpiɡ ʎuˈis kumˈpaɲs], formerly known as the Estadi Olímpic de Montjuïc and Estadio de Montjuic) is a stadium in Barcelona, Catalonia, Spain. Originally built in 1927 for the 1929 International Exposition in the city (and Barcelona's bid for the 1936 Summer Olympics, which were awarded to Berlin), it was renovated in 1989 to be the main stadium for the 1992 Summer Olympics and 1992 Summer Paralympics.
Companys, procés a Catalunya Companys, procés a Catalunya (Spanish: Companys, proceso a Cataluña) is a 1979 Spanish Catalan drama film directed by Josep Maria Forn, based on the last months of the life of the President of Catalonia, Lluís Companys, in which he shows his detention by the Nazis and his subsequent execution by the Spanish Francoists. It competed in the Un Certain Regard section at the 1979 Cannes Film Festival.
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Collateralized debt obligation A collateralized debt obligation (CDO) is a type of structured asset-backed security (ABS). Originally developed as instruments for the corporate debt markets, after 2002 CDOs became vehicles for refinancing mortgage-backed securities (MBS).
Risk Factors
PRICE COMMUNICATIONS CORP Item 1A Risk Factors Any dissolution of the Company is subject to various uncertainties
Under the Company’s lock up agreement with Verizon, a dissolution of the Company is not permitted until 360 days after the exchange of the Preferred Exchangeable Interest for Verizon stock
The Company currently expects that the Preferred Exchangeable Interest will be exchanged for common stock of Verizon Communications on or about August 15, 2006
If this happens, dissolution cannot, in general, occur prior to approximately August 2007
Notwithstanding that the board is pursuing the dissolution of the Company, under New York State law, the affirmative vote of at least 66 2/3prca of Price’s outstanding shares will be required at a shareholders meeting to approve a dissolution of the Company
In recent votes of Price’s shareholders between 6prca and 18prca of Price’s shareholders have failed to vote (with any such failure to vote at a meeting of shareholders making it more difficult to reach the 66 2/3prca affirmative vote required to approve dissolution)
The board of directors consequently believes that it may be difficult at any future shareholders’ meeting to obtain the necessary votes to approve dissolution
A failure to dissolve the Company could result in significant adverse tax consequences to the Company and the Company’s shareholders
Unless the Company is dissolved within one year following an exchange of the Preferred Exchangeable Interest for shares of Verizon common Stock, and the Verizon common stock is distributed to shareholders pursuant to a plan of dissolution, any subsequent sale or distribution of Verizon common stock will cause the Company to recognize a substantial amount of taxable gain which may result in the Company incurring substantial tax liability
For example, if the Company were to receive 29cmam473cmam000 shares of Verizon common stock and sell all of those shares at dlra31dtta66 per share, which was the closing market price of Verizon common stock on January 31, 2006, the taxable gain resulting from the sale would exceed dlra1dtta17 billion
In addition, in the event the Company were not dissolved within such one year period, if the Company’s board of directors determined to make a subsequent distribution of the Verizon common stock to the Company’s shareholders that was not in dissolution of the Company, the value of the stock distributed would be treated as a dividend to the extent of the Company’s current or accumulated earnings and profits (which would include the gain recognized by the Company on the distribution of the stock), and taxed to the shareholders as ordinary dividend income
Any amount in excess of earnings and profits would be treated as a return of basis, to the extent thereof, and thereafter as capital gain
If the Verizon common stock is sold by the Company, a 11 ______________________________________________________________________ distribution of the cash proceeds would be treated in the same manner
Alternatively, if the shareholders approved a subsequent distribution to shareholders at a future meeting of shareholders in dissolution of the Company (which would require a 66 2/3prca affirmative vote of the shareholders at a future meeting of shareholders), each shareholder would recognize gain or loss to the extent of the difference between the value of the Verizon common stock (and any other Company assets) received by the shareholder and the aggregate tax basis of shares in the Company held by the shareholder
If the Company does not dissolve it may be unable to identify a new business meeting the Company’s economic and fiduciary requirements
Although the Company has reviewed a number of potential acquisitions and other opportunities, it has been unable to identify or succeed in acquiring any business that would meet the economic and fiduciary requirements of its board of directors particularly in light of the adverse tax consequences that would result if the Company is not dissolved
If the Company retains the Verizon common stock, it may have to register as an investment company
If the Company retains the Verizon common stock, it may have to register as an investment company under the Investment Company Act, which could significantly limit the Company’s ability to take advantage of potential business opportunities and would also impose stringent regulatory requirements
The Company or PCW may be subject to substantial income tax liability as a result of the asset contribution and the exchange of the Preferred Exchangeable Interest
Although Proskauer Rose LLP has opined, subject to certain assumptions and conditions, that neither the asset contribution nor the exchange of the Preferred Exchangeable Interest for Verizon common stock should be a taxable transaction to PCC or PCW, there is a risk that the asset contribution or the exchange will be a taxable transaction, which may result, in either case, in PCC or PCW incurring in excess of dlra500 million of federal, state and local income tax liability
Future activities of Robert Price
Although Robert Price has informed the Company that he currently plans to remain with the Company if it determines to seek to acquire another business, Mr
Price has stated that it is possible that he will leave the Company and begin another company, including for the purpose of pursuing one of the acquisitions or other business opportunities studied by the Company and Mr
The Preferred Exchangeable Interest is non-transferable and the Verizon common stock issuable upon an exchange is subject to lock-up agreements
Except for certain intercompany transfers or a pledge of all of the Preferred Exchangeable Interest in connection with a financing transaction consented to by Cellco Partnership, the Preferred Exchangeable Interest is non-transferable by the Company
In addition, the shares of Verizon common stock issuable upon an exchange are subject to lock-up agreements, which restrict the ability of the Company to dispose of such shares for a period of time
The Company has limited sources of cash, and its funds may be insufficient to meet its obligations
Until the exchange of the Preferred Exchangeable Interest for Verizon common stock, the Preferred Exchangeable Interest and the investments in the collateral account are expected to be substantially all of the Company’s assets
For a period of up to four years after August 15, 2002, PCW will receive taxable allocations of any profits from the Verizon Partnership equal to its preferred return (which allocations to the extent not distributed in cash, will increase PCW’s capital account in the Verizon Partnership)
PCW will receive cash distributions equal to 50prca of its preferred return
During the period, the Company expects to have as sources of cash, the cash distributions from the Verizon Partnership prior to the exchange for Verizon stock, income from interest or dividends on investments in the collateral account, and other cash balances and funds that the Company may be able to borrow
The Company currently anticipates that its cash and income are sufficient to meet any cash obligations in the future
There is a remote risk, however, if significant unexpected cash needs arise (such as a demand for payment under the 12 ______________________________________________________________________ Company’s guaranty to Verizon Communications), that its funds will be insufficient to meet its obligations and if the Company needs to borrow money, to meet such obligations, it may be forced to do so on unfavorable terms
There are restrictions on the Company’s activities Price and PCW obtained an order from the SEC exempting them from all provisions of the Investment Company Act in connection with the asset contribution
The exemption will terminate in August 2006, and will coincide with the exchange of the Preferred Exchangeable Interest in the Verizon Partnership for shares of Verizon Communications common stock
Until August 2006, Price and PCW will remain subject to the conditions of the order, which include limits on the types of securities that Price may hold, and prohibitions on certain types of business
The Company has limited management rights with respect to the Verizon Partnership
Subject to the veto rights granted to the Company under the limited partnership agreement of the Verizon Partnership relating to, among other things, acquisitions and dispositions of assets, engaging in other business activities, incurring indebtedness, capital contributions and distributions, related party transactions and equity issuances, a subsidiary of Cellco Partnership will have the right to manage the Verizon Partnership as its managing general partner
There are no assurances that such subsidiary will be successful in managing the Verizon Partnership or that such subsidiary’s interests in managing the Verizon Partnership will not conflict with the interests of the Company
Possible delisting of the Company’s shares
As a result of the asset contribution transaction with Verizon Wireless, the Company currently has no operating assets
Under the rules of the New York Stock Exchange, if a listed company’s operating assets are substantially reduced or if the company ceases to be an operating company, the Exchange may in its discretion initiate delisting procedures
If the dissolution is approved by the Company’s shareholders, the Company expects that its shares will be delisted from the New York Stock Exchange