Lock-up provision

August 22nd, 2008

Lock-up provision is a term used in corporate finance which refers to the option granted by a seller to a buyer to purchase a target company’s stock as a prelude to a takeover. The major or controlling shareholder is then effectively “locked-up” and is not free to sell the stocks to a party other than the designated party (potential buyer).

Typically, a lockup agreement is required by an acquirer before making a bid and facilitates negotiation progress. Lock-ups can be “soft” (shareholder permitted to terminate if superior offer comes along) or “hard” (unconditional).

Types of lock-up arrangements

These provisions may take the form of

  • (i) break-up/termination fees,
  • (ii) options given to target shareholders to buy target stock,
  • (iii) rights given to target shareholders to purchase target assets,
  • (iv) force the vote provisions in merger agreements, and
  • (v) agreements with major shareholders (voting agreements, agreements to sell shares or agreements to tender).

In a stock lock-up, the bidder is able to either purchase 1) authorized but unissued shares of the major or controlling stockholder, or 2) the shares of one or more large stockholders. The acquirer holds the option to exercise the shares at a higher price in the event of sale to a higher bidder, or to vote in favor of the acquirer’s bid.

An asset lock-up occurs when the target firm grants an option for the acquisition of an asset. This is also known as a crown jewel lock-up.

Legal System vs. Lock-Up Provisions

In many cases, lock-up provisions may impede “free competition”, and thereby restrict the market from acting naturally by preventing rival bids for the target company.

Courts will approve lockups if they find that the lockup was used to encourage a bidder to make an offer and not as a device to end an auction or bidding process. Asset lock-ups, however, discourage other bidders, and are generally discouraged by the courts.


Shiplake Lock

August 22nd, 2008

Shiplake Lock is a lock and weir situated on the River Thames in the village of Shiplake in the county of Oxfordshire, England. It is owned and managed by the Environment Agency. It is just above the point where the River Loddon joins the Thames.

Reach above the lock

The river skirts Shiplake on the Oxfordshire bank and eventually passes into Sonning. On the way are four islands Phillimore Island, The Lynch, Hallmead Ait and Buck Ait. The Thames Path stays on the Oxfordshire bank to Sonning, where it crosses the bridge to the other side below Sonning Lock.


Tumbler

August 22nd, 2008

Tumbler may refer to:

  • A part of a lock whose position must be changed by a key in order to release the bolt (see also: pin tumbler lock, tubular pin tumbler lock, and disc tumbler lock)
  • Flat-bottomed glassware and drinkware without a handle, foot, or stem (see also shot glass and old fashioned glass)
  • A machine for smoothing or polishing the surface of a solid material (see Tumble polishing)
  • A type of toy that can tumble over and then straighten up by itself
  • An acrobat
  • The button on top of a chess clock
  • The pupal stage of a mosquito
  • The Tumbler, a tank-like vehicle constructed for the movie Batman Begins
  • Tumbler, A fictional human supervillain and enemy of Captain America
  • Tumble dryer (clothes dryer)
  • Tumbler (pigeon), a pigeon breed known for their particular flight pattern
  • Tumblers, unique addresses of bits in text
  • Nickname for 43rd U.S. president George W. Bush used by the United States Secret Service

Halden Canal

August 22nd, 2008

The Halden canal near Halden, Norway begun construction in 1852. The canal allows boats to make a journey parallel to the Swedish border of 75 km from Tistedal to Skulerud. Engebret Soot (1786 - 1859) was responsible for this canal, as well as the earlier Soot Canal.

Four sets of locks control the water in the canal. From 1857 - 1860 the Strømsfoss and Ørje locks were built. There are 3 locks at Ørje, with a combined lift height of 10 meters. The lock gates are controlled by hand. In 1865 the Stenselv river portion of the canal, with locks both at Krappeto, was completed. The Brekke locks, furthest south, were finished in 1924 with four locks and a combined lift height of 26.6 m, bypassing the greatest lift of the Telemark canal. The locks in the Halden Canal can pass vessels which are 24 m in length, 6 m in beam and of 1.6 m draft.


Suitcase

August 22nd, 2008

A suitcase is a somewhat flat rectangular-shaped bag with rounded corners, either hard plastic or soft or made of cloth, vinyl or leather that more or less keeps its shape. It has a carrying handle on one side and is used mainly for transporting clothes and other possessions during trips. It opens on hinges like a door.
Suitcases lock with keys or a combination. Originally, suitcases were made of wool or linen.

Most modern suitcases have built-in small wheels enabling them to be pulled along on hard flat surfaces by a fixed or extendable handle or by a retractable or stowable leash. Suitcases are a type of luggage.

A smaller, firmer suitcase, used mainly for transporting papers and office supplies is known as a briefcase.

Airlines attach tags to luggage which is transported as checked luggage. (Such checked luggage is occasionally lost or delayed, a significant worry for travellers.) Due to current security concerns, checked luggage may be inspected and the security staff may confiscate belongings that are prohibited on-board aircraft.

Parts

Some suitcases include a telescopic handle and wheels.


Eminent

August 21st, 2008

Eminent may refer to:

  • Eminent domain, the power of a state to acquire private property without the owner’s consent
  • Eminent Technology, an American manufacturer of audio equipment
  • Eminent Luggage Corporation , an Asian luggage manufacturer

Bahut

August 21st, 2008

A bahut is a portable coffer or chest, with a rounded lid covered in leather, garnished with nails, once used for the transport of clothes or other personal luggage, it was, in short, the original portmanteau. This ancient receptacle, of which mention is made as early as the 14th century — its traditional form is still preserved in many varieties of the travelling trunk — sometimes had its leather covering richly ornamented, and occasionally its interior was divided into compartments; but whatever the details of its construction it was always readily portable. Towards the end of the 17th century the name fell into disuse, and was replaced by coffer, which probably accounts for its misuse by the French romantic writers of the early 19th century. They applied it to almost any antique sideboard, cupboard or wardrobe, and its use became hopelessly confused.


Control lock

August 21st, 2008

A control lock differs from a normal canal lock in that its primary purpose is controlling variances in water level rather than raising or lowering vessels.

For instance, Lock 8 is a guard lock near the south end of the Welland Canal at Port Colborne, Ontario, Canada. Due to the large expanse of shallow water in Lake Erie, changes in wind direction and force create water level changes as great as 11 feet at Port Colborne. Lock 8 controls the water level in the canal, keeping it independent of the fluctuations of Lake Erie, but still allowing ships to enter Lake Erie regardless of its level.


Varistaipale canal

August 21st, 2008

Varistaipale canal is a Finnish canal in Heinävesi. The canal is a part of Heinävesi route (Heinäveden reitti), a route with six canals: Kerma, Vihovuonne, Pilppa, Karvio, Taivallahti and Varistaipale canals. The canal was built in 1911–1913 and has four locks. It is the biggest canal in Finland being the only canal to have this many locks. The height of drop totals 14.5 meters and the length is 1,100 meters.

Next to the canal there is a canal museum.


Bingley Five Rise Locks

August 21st, 2008

Bingley Five Rise Locks is a staircase lock on the Leeds and Liverpool Canal at Bingley (). As the name implies, a boat going up the lock is lifted in five stages.

Description

In effect the 5-rise consists of five locks connected together with (as always with a staircase) no intermediate “pounds”: the lower gate of each chamber forms the upper gate of the chamber below. There are therefore five chambers, and six gates (the top and bottom gates and four intermediate gates). As the Leeds Liverpool canal is a wide canal, the chambers are 14 feet wide, and each “gate” consists of two half-gates, “hinged” from opposite sides of the canal. Each half gate is slightly more than 7 feet wide, so that the two halves close in a “V” shape (pointing “upstream”). Water pressure on the “uphill” side of the gate thus keeps it tightly closed until the water levels on either side are equal, when the gate can be opened and the boat moved to the next chamber (see canal locks for more information on how a lock is constructed and operated).

The 5-rise is the steepest flight of lock in the UK, with a gradient of about 1:5 (a rise of 59ft 2in over a distance of 320ft). The intermediate and bottom gates are the tallest in the country. Because of the complications of working a staircase lock, and because so many boaters (both first-time hirers and new owners) are inexperienced, a full-time lock keeper is employed, and the locks are padlocked “out of hours”. Barry Whitelock, the “locky”, after twenty years based here is now almost infamous on the local canals. Barry was awarded an MBE (Member of the Order of the British Empire) in the 2006 New Year Honours List for “Services to Inland Waterways in the North”

History

It opened on March 21 1774 and was a major feat of engineering at the time. When the locks and therefore the canal from Gargrave to Leeds was opened in 1774 a crowd of 30,000 people turned out to celebrate it! The first boat to use the locks took just 28 minutes and the whole first trip is described here as it was in a newspaper of the time - the Leeds Intelligencer. The smaller Three Rise opened at the same time just a few hundred meters further down.

During 2000-2004, famous Leeds Chartered Surveyor, Gerwyn Bryan, lived in the famous cottage looking down on the locks, which appears in many pictures of the locks.

Tourism

The “flight” (it is a moot point whether a staircase is strictly a “flight”, used strictly the term means a group of locks separated by intermediate pounds, so each lock has its own top and bottom gates) is a major tourist attraction in the area. Most boats that pass through attract a lot of attention especially at weekends where they may be a crowd of thirty people or more watching a boat go up or down!

Maintenance

The staircase underwent extensive restorative maintenance in 2004,and again in 2006 when the lock gates and paddles were replaced. As is expected with such a feat of engineering it requires a lot of maintenance and is often on British Waterway’s list of winter stoppages for maintenance.