![]() ![]() Players can experience the realism of war when battlefields come alive with engagingly authentic audio and visual effects: thundering explosions, dense vapor trails of air to air missiles, piercing machine gun fire, booming anti-aircraft artillery fire, mid-air explosions, gigantic columns of black smoke and more. The Dynamic Operation System provides for massive battles unfolding on a "living battlefield," as up to six independent land, sea or air conflicts can break out at any time at multiple locations as allies and enemies clash in real-time. Players fight alongside fighter planes, gun ships, attack helicopters, tanks, naval fleets, heavy bombers, and electronic warfare vessels in the ultimate Ace Combat showdown. Online for the first time, via Xbox Live, players can experience Ace Combat 6: Fires of Liberation on a massive worldwide scale as it features an in-depth multi-player online experience that includes a variety of action-packed online modes. Players have the opportunity to take the throttle of over 50 of the world's most famous aircrafts, as well as being able to dogfight over realistic modern landscapes that have endured years of post-war trauma. Winning players are rewarded with experience points and money to unlock more weapons. In PVP mode, players can challenge up to 15 friends in intense dogfighting sessions and find out who's the top gun. For the first time ever in the air-combat genre, players can experience the entire solo campaign in four-player JUMP IN co-op mode. If the situation calls for the player to unleash the full potential of the aircraft, the assistance mode can be switched off and all safety features will be deactivated. Once employed, players can take full advantage of their technological support through the E.R.S and gain maximum piloting security. Players can ease into their flight missions and gain a level of comfort with the use of the assistance mode. also allows players to issue orders to their squadron, making this system as iconic to HAWX as the Cross-Com system is to Tom Clancy's Ghost Recon Advanced Warfighter. The Enhanced Reality System is the backbone of the HAWX flight experience: radars and incoming missile detection, anti-crash system, damage control system, tactical map and information relay, and weapons trajectory control. While the benefits of such PMCs are apparent, growing concerns surrounding giving them too much power begin to mount. The Reykjavik Accords further legitimize their existence by authorizing their right to serve in every aspect of military operations. More and more nations become increasingly dependent on private military companies (PMCs), elite mercenaries with a lax view of the law. As the era of the nation-state draws quickly to a close, the rules of warfare evolve even more rapidly. Tom Clancy's HAWX (high-altitude warfare) promises to revolutionize the way players think about combat in the sky. Besides the solo campaigns, Air Conflicts: Secret Wars can also offer several multiplayer modes for up to eight players that can be played on a local network and over the Internet. There are two control modes for the combat aircraft: the controls are simplified in arcade mode and simulation mode offers a realistic control system that is true to the original. ![]() After each successful mission players can upgrade their skills to enable them to control their aircraft more expertly, make their aircraft more robust and select better co-pilots. The mission tasks are diverse and range from air space clearance operations to the bombardment of targets on the ground, attacks on enemy convoys and reconnaissance, escort and patrol flights. The game provides plenty of variety, as players can fly 16 meticulously detailed and accurate aircraft in nearly 50 exciting missions in the seven campaigns. In Air Conflicts: Secret Wars players can relive the most famous battles of the First and Second World War right up close. ![]()
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![]() ![]() Kaapo Kahkonen had a rough evening in goal for the Sharks and was pulled early in the second period after allowing five goals on 24 shots. The Sharks just didn’t have the energy to keep up with the fast-skating Avalanche after rallying for an overtime win Monday in Winnipeg. It was a light night of work for Colorado goalie Alexandar Georgiev, who registered his fourth shutout this season.Ĭolorado extended its streak to eight straight wins over San Jose at home. San Jose Sharks center Logan Couture, left, confers with referee Gord Dwyer in the third period of an NHL hockey game against the Colorado Avalanche Tuesday, March 7, 2023, in Denver. The Avalanche outshot the Sharks by a 43-13 margin, including 19-2 in the opening period when they took a 3-0 lead. Nathan MacKinnon, Mikko Rantanen, Denis Malgin, and Artturi Lehkonen also got into the goal-scoring act. That didn’t make Tuesday’s game any easier to digest, as Cale Makar and Valeri Nichushkin each had a goal and three assists to help the Avalanche snap a three-game slide. Quinn did not receive any supplemental discipline from the NHL for the tirade and said he and Dwyer have hashed out their differences. Quinn had felt that Dwyer had missed a couple of calls earlier in Saturday’s game and expressed his frustration in no uncertain terms, unleashing a string of expletives toward the NHL referee. ![]() TEAL TOWN USA – A San Jose Sharks Podcast March 8, 2023 Karlsson bleeding… Colorado power play?! #GoAvsGo 6, #SJSharks 0 /ZKER2irtxr I’m sure the appropriate people will handle it,” Karlsson said.ĭwyer officiated Saturday’s game in San Jose between the Sharks and Washington Capitals, and gave Quinn a game misconduct for abuse of an official.Įrik Karlsson gets a stick to the mouth by Newhook, no one sees it. “Obviously today, we didn’t treat each other with the respect that we both deserve. After Karlsson served the misconduct, he returned to the ice and shook his head as he skated past Dwyer. Karlsson said he and Dwyer have historically had a good relationship. We’re sorry,’ and we could have all moved on, but don’t think we’re going to get to that point now.” “Would have been nice to just get, ‘We missed that one. “I heard some other guy say maybe I fell a little bit too easy or something, and that was pretty much it,” Karlsson said. It’s the second game in a row now.”Īccording to Karlsson, Syvret said he was behind the play, adding that he couldn’t see it and did not want to guess. There’s a little gray area sometimes and I don’t really know what to say. “If I would have said something really offside, I think I would have been the first one to say I deserved it, but I don’t think so,” Karlsson said. I apologize for that but it doesn’t matter if it’s a 6-0 game or a 1-0 game, we’re still out there trying to play our hardest and keep it within the means we can. I didn’t even say anything bad and to get disrespected like that, it’s tough to take. ![]() “I understand that they have a tough job and things are gonna get missed, but I found that was a hard one to miss. “Just a little disrespectful, I think, from their end, but it is what it is,” Karlsson said. ![]() That drew a 10-minute misconduct penalty, the first of Karlsson’s NHL career. There was no call on the play by either referee, Dwyer or Corey Syvret, and after he reached the bench to get repairs, Karlsson tossed his helmet onto the ice in frustration before he left for the dressing room. Tuesday, it was Erik Karlsson’s turn.Įarly in the third period of what became a 6-0 Sharks loss to Colorado at Ball Arena in Denver, Karlsson took a stick to the face from an Avalanche player that drew blood. Over the weekend, Sharks coach David Quinn became demonstrably upset at NHL referee Gord Dwyer. ![]() ![]() ![]() Telegram will display this message to the user. "Sorry, delivery to your desired address is unavailable'). Error message in human readable form that explains why it is impossible to complete the order (e.g. new Telegram (token : string, options ?: Partial, response ?: ServerResponse ) : Telegram.They're stored as cookies so please don't clear your cookies otherwise you'll lose the ability to moderate/delete your chat. To obtain the chat ID from the History tab Export the associated chat session using the steps in the article: Browsing past chats in History. This is especially useful in separating chats assisted by multiple agents. Iframes are most often used to embed specific content from one web page like a video, form, document, or even a full web page within a different web page. The chat ID is a unique chat session identifier used to find a specific chat session. It may be placed anywhere in an HTML document, and thus anywhere on a web page. Clean, animated overlays with max customization choose from a v. The iframe element is specified with the iframe tag. These can not be undone, but you can reuse your chad ID if it has been previously deleted.Ī:If you're using the same device you used when creating the chat, you can go here to view and moderate the chats you've created. Presenting 'ChatID', the ultimate chat box widget for your stream. Also, chats that have no activity for several months can be deleted manually by me at my discretion. Q:My chat no longer exists or has been deleted?Ī:Chats that contain no messages are automatically deleted, so don't delete every message in your chat. It's not 100% fool proof and I won't disclose a way to get around it, but if they continue you may need to create a new chat.Ī:Yes, right click the message you want to delete if you're the chat owner or moderator, any user can delete their own messages also by right clicking them. ![]() Q:Someone is being annoying in my chat, how do I remove them or ban them?Ī:You can right click their name and prevent them from accessing your chat. My context menu script does not update with the database, only when a message is recieved and when the page is being loaded. Q:I've promoted/demoted someone in my chat but they haven't lost/gained moderator priviledges when I right click their messsage.Ī:As soon as you promote/demote someone it's immediately updated, reload your page. You can try a working example of Chattable here and a cross-domain example here. An IFrame (Inline Frame) is an HTML document embedded inside another HTML document on a website. For any questions, please feel free to contact me using the link at the bottom of this page. It is very important that your 's ID attribute is set to 'chattable' otherwise your specified CSS will not be implemented into the chat. Below is a list of classes & elements that are used in Chattable for you to style. It has to be done like this to avoid cross-origin errors. In order to style your chat, you must declare your CSS rules for chat at the same place it was implemented. When you create a chat, you are given a code snippet similar to this. As stated above, Chattable was built with the intention that it is embedded into website in an. How do I style my chat?įirst and foremost, you can NOT edit the stylesheet of the chat itself from the direct link to your chat. To make your chat look fancy, or however you please, you will need to embed it into your website using an iFrame and add a stylesheet to it using a tag, due to the nature of cross-origin scripting Chattable is built to handle all contentWindow.postMessage() requests as CSS rules, and the string is put into a tag. It is possible to just visit the link to your chat directly, however, due to the nature of Chattable and the idea being that the developer can customize their chat, you won't see any styles or CSS stylesheet other than what I provided as your default, minimally styled chat. ![]() When you create a chat a random chat ID is generated if you don't select a custom chat ID, this chat ID is referenced in the link to your chat e.g /embed?chat=000, the chat ID for this chat would be 000. Using Google Firebase for a realtime database instead of a dedicated server with backend scripting, I've created this website that was intended to be ran in an on Web Developer's websites. This is because you pass it through the 'assistant' node (whatever that is) and it seems that node is not playing nicely - most nodes will only update the properties of msg & pass on the original message (meaning msg.chatId stays present). ![]() Using an iFrame & a Script tag, you'll have a well-implemented, private, and encrypted chat that you can apply your own styles to. Your first debug has the chatId (as expected) Your second debug does not. Using fast & secure methods to instantly talk amongst your site's users. Chattable is a FREE, simple, embeddable, and CSS style-able live chat for your Neocities website. ![]() ![]() The Butterfly iQ+ system consists of three parts: a probe that enables connection with the mobile device to produce and receive ultrasonic signals, compatible Apple® or Android® mobile devices, and the Butterfly iQ application on the compatible device. The system's next-generation, proprietary Ultrasound-on-ChipTM semiconductor technology enables high-resolution observations of the borders and flow dynamics of the cardiac myocardium. The battery-operated, user-friendly Butterfly iQ+ ultrasound machine is linked with a readily available commercial mobile platform. But if you are looking for brand value you can go for clarius. Many other devices at this price will give you much better scanning time. The battery life of clarius is a matter of great concern. It offers friendly AI-powered software for Apple or Android that automatically offers the greatest images.Ĭlarius also provides fast imaging specialization with customized settings and workflows Providing the greatest experience in your field.Ĭlarius is definitely a brand you can trust but it has some drawbacks too. With limitless Clarius Cloud storage, you can manage your examinations and create reports from anywhere, at any time.Ĭlarius HD3 is ideal for tiny places and fits in your pocket. It has one of the best-in-class imaging provided via artificial intelligence, 8 beamformers, and 192 piezoelectric components. Cleaning and disinfecting are simple and quick without cables. AI, tailored presets, and customized processes optimize photography automatically for a smooth experience. Medical professionals also like the Clarius L7 HD3 multifunctional scanner's mobility, ease of use, and high-definition imaging for full-body imaging up to 40 cm. Like all other scanners on the list, this one is also a market leader. Whether you want to diagnose your abdomen or lungs, you can always rely on L7 HD3. This ultrasound scanner works fantastic for home and professional use. ![]() Their L7 HD3 design is one of the best inventions. Clarius has proved them over and over in their respective field. ![]() Now I am presenting you some best options for you to consider for your home use and how to buy your very own ultrasound machine.Ĭlarius is a big name in the ultrasound scanning industry. You read about those in my other article about ultrasound technology. Today everything is available on the internet if you are a little bit smart you can do an ultrasound scanning in your own bedroom without any problem. You need to know properly about the process and the science behind it. Before you invest your money in something, you must learn about it. It is challenging for you to choose from them. But there are thousands of machines all around. So, you are maybe thinking of buying one for your home. A home ultrasound machine has brought a revolution into modern medical science. ![]() Technology has made our life more accessible than ever. Today we are living in the age of technology. Can you believe it? You don’t need to rush to your hospital for a bit of scanning. Ultrasound machine now available at home. ![]() ![]() Mega Millions lottery tickets from New Jersey (left) and New York (right): See below for rule variations among the game's members, including which lotteries offer the Just the Jackpot option The 2010 expansion of Mega Millions and Powerball The winner anonymously claimed the prize in March 2019. The largest winning jackpot in Mega Millions history was $1.537 billion, for the October 23, 2018, drawing, in which a single winning jackpot ticket was sold in South Carolina. Only the jackpot can be won none of the lower-tier prizes are available on such a wager. Several of the game's members offer the Just the Jackpot option, in which two plays cost $3. ![]() The Megaplier was made available to all Mega Millions jurisdictions in January 2011 it began as an option available only in Texas. Of the 47 Mega Millions jurisdictions, all but California offer an option, called "Megaplier" (plays with the Megaplier are $3 each) where nonjackpot prizes are multiplied by 2, 3, 4, or 5. In the current version of Mega Millions, five white balls are drawn from a pool of 70, and one gold-colored "MegaBall" is drawn from a separate pool of 25 a player must match all six numbers to win the jackpot.Įach game costs $2. Mega Millions' previous format began on Octoits first drawing was three days later. A cash-value option (the usual choice), when chosen by a jackpot winner, pays the approximate present value of the installments. Reflecting common practice among American lotteries, the jackpot is advertised as a nominal value of annual installments. The jackpot increases when no top-prize winner results. Under the current version's regulations (which began October 28, 2017, with the first drawing October 31) for Mega Millions, the minimum Mega Millions advertised jackpot is $20 million, paid in 30 graduated yearly installments, increasing 5% each year (unless the cash option is chosen see below for differences by lotteries on cash/annuity choice regulations). ![]() The hosts are John Crow, Carol Blackmon and Adrian Wollford. Mega Millions is administered by a consortium of its 12 original lotteries the drawings are held at the studios of WSB-TV in Atlanta, Georgia, supervised by the Georgia Lottery. Mega Millions is drawn at 11 pm Eastern Time on Tuesday and Friday evenings, including holidays. What is now Mega Millions initially was offered in six states the logo for all versions of the game following the retirement of The Big Game name featured a gold-colored ball with six stars to represent the game's initial membership, although some lotteries insert their respective logos in the ball. The first (The Big Game) Mega Millions drawing was in 2002. Mega Millions (originally known as The Big Game in 1996 and renamed, temporarily, to The Big Game Mega Millions six years later) is an American multijurisdictional lottery game as of January 30, 2020, it is offered in 45 states, the District of Columbia, and the U.S. ![]() American multi-jurisdictional lottery game ![]() ![]() ![]() They began to pitch their tents in what is modernly known as “Ping On Alley.” Part of the neighborhood actually occupies a space that was reclaimed by filling in a tidal flat and the area was originally settled by European settlers. Well, back in the 1880’s the very first Chinese immigrants arrived in Boston. You may be wondering – like most people tend to do – how Boston’s Chinatown came to be. Expect more barrel-aged brews, more experimentation with lager styles and more packaged product as Highland Park Brewery moves into its next chapter in Chinatown.If there is one thing you’d better not miss on your visit to Boston, Massachusetts, it’s Chinatown! This is probably the closest thing you will ever see to the real China without ever having to leave the United States! The brewery in the back of the Hermosillo will keep making beers, but the new facility houses a brewhouse twice the size of the original compact system, more tanks for fermenting beer, and lots of room to grow. Running along the front of the building, the patio looks across Spring Street to the Chinatown Metro station with views of the skyline to the west. Apart from more space and more beer, there’s another exciting aspect to the brewpub: a patio. And the full kitchen offers bar-friendly snacks such as Tex-Mex queso and chips, beer-battered fried cheese curds and more substantial plates including chicken tinga tacos and a sausage plate. The brewpub will also serve guest beer from other breweries and wine. A banquette runs along two sides of the tap room, more tables are scattered into a few distinct “zones,” and the focal point of the room is the long bar that wraps around a prow-shaped protrusion that houses the taps and beer list. The Chinatown brewpub is imminently Instagrammable, with a flood of light from the casement windows along the eastern wall and a mix of industrial textures and more refined finishes. ![]() When the brewery opened in 2014, it transformed the hip neighborhood beer and wine bar into a top-tier destination for L.A. The beer is the most important aspect of Highland Park Brewery’s identity, but there’s no denying that the partnership with the Hermosillo bar was also a significant part of its success. The added flexibility of the second brewhouse also means more experimentation with lagers, and the pungent and tropical 90 Hour Days is the newest entry in the brewery’s popular line of hopped-up lagers inspired by German Pilseners. ![]() ![]() Beer such as the funky On Leaves (a farmhouse ale fermented in oak barrels and flavored with locally foraged “forest leaves,” including lemon balm, mugwort and eucalyptus) and Twiced Pinot (a tart saison tinged purple with Pinot Noir pomace) show off another side of the brewery. The hoppy beer at Highland Park Brewery may get all the glory, but Kunz is excited to have more space in the new site to house an expanded barrel program for the fermentation and conditioning of the rustic ales that interest him. There are, of course, the hop-centered IPAs - both classical West Coast style (dry and bitter) and trendy New England-style versions (soft and fruity) are available. Just a half mile southwest of David Chang’s restaurant Majordomo on Spring Street, and opposite the venerable Nick’s Cafe on Elmyra Street, the Highland Park Brewery expansion offers a deep list of the brewery’s wide range of styles, from the usual suspects to the wildly experimental. Now, Kunz and his partners get to stretch their legs with the opening of a second, much larger Highland Park Brewery, located across from Los Angeles State Historic Park in Chinatown. Bob Kunz, co-founder of Highland Park Brewery, put the “micro” in microbrewery when he turned a tiny space in the back of the Hermosillo, a popular York Boulevard bar, into one of L.A.’s premier craft beer operations. ![]() ![]() ZIPX-packed file instances with the aid of the primary WinZip menu or “Create/Share” ribbon category. As a follow up to Anons comment: the extension is completely transient so an executable (.exe) could easily be renamed to one of the types your application expects and your application wouldnt be able to determine that the renamed file is actually some other type. ZIPX file categories cannot be opened up and explored with editions of WinZip earlier than the 12.1 release build. ZIPX objects content by exploiting 123apps Archive Extractor web-service, available on the proper genuine online-resource. The extension is entirely consistent with all actual desktop systems and shells, including macOS workstations and Linux nodes. ZIPX data objects can be easily opened up, adjusted and decompressed by a range of multiple major archivers, such as PeaZip, B1 Free Archiver, WinZip, PowerArchiver, The Unarchiver, Keka and other compliant solutions. Los archivos están protegidos con cifrado SSL de 256 bits y se eliminan automáticamente después de 2 horas. On the other hand, RAR files are saved with several extensions like. Garantizamos la seguridad y privacidad de los archivos. ![]() ZIPX objects in diverse situations, such as when receiving bundled items via email or downloading specific content from the respective online-sources. Nuestro convertidor RAR to Zip es gratuito y funciona en cualquier navegador web. Web associate the zipx file extension with the correct application. Zipym lite also supports accessibility VoiceOver. It can handle ZIP files that use the ZIP64 extensions (that is ZIP files that are more than 4 GiB in. Download express zip file compression software. Download 13 Zipx File Vector Icons for commercial and personal use. Zipym Lite app is a quick compression program, web browser ,archiver, extractor, unarchiver and even a file manager tool. However, like 7zip, the incompatibility means that a new file extension must be used. ZIPX standard was designed in May 2009 by WinZip 12.1 generation and is composed of custom metadata that indicates whether the source file was built and packed with the assistance of advanced encoding mechanics. This module does not currently handle multi-disk ZIP files. ![]() Precisely, it includes one or more file entities encrypted in the extended Zip layout (in short, Zipx technology), which generates smaller outcome objects than former editions of the Zip method. When you unzip the file, a new folder with the same name will be placed inside the folder you choose here. You can choose any folder on your computer. Navigate to the folder in which you want to place the files. ZIP archive resources which have been bundled and packaged with a comprehensive, sophisticated encoding schema designed by Corel WinZip enterprise. This opens a list of files and folders on your PC. ![]() ![]() Iron Maiden provides a suitable soundtrack for Sunday drivers. Each car has a different feel and sound and it's easy to find a personal favorite. Special care is given to capturing the perfect screams of terror and startled yelps of animals. The final piece to this bloody puzzle is the sound element. Internet multiplayer will keep the title from gathering dust on the shelf for quite a while. After destroying the surprisingly smart computer drivers, it is time to seek out live people. ![]() The special levels, however, can become frustrating due to the set time limit. While the normal races are time bound, players can rack up more time by killing opponents or people. Hitting a "ped" after acquiring Dismemberfest and Pinball mode power-ups causes miscellaneous body parts to bounce crazily down the road.Īfter every three races, there are special levels with different goals such as destroying radar towers by jumping from building to building, killing a set of "peds" infected with a virus or destroying an enormous dump truck, which becomes available later. The effects are not only wacky and unique but are also stackable. Expect variations in gravity, a host of anti-ped and anti-vehicle weapons and many others that change the face of the game for a limited time. Cars can power slide, make bootleg U-turns, and leave long patches of skid marks.Īs if the tweaked physics engine and sadistic gameplay isn't enough, Stainless Software has included a multitude of power-ups to intensify the homicidal experience. The amusement park level is especially suited for this purpose with loops, jumps, and a roller coaster track. Drivers may choose to ignore inflicting damage upon others in favor of spectacular wipeouts and mind-boggling jumps. The consideration given to the original physics engine continues to shine and the realism lies almost perfectly between Ford's crash tests and Speed Racer's wipeouts. There are occasional graphic glitches (e.g., late draw-in, body part clipping and so forth) but nothing that wrecks gameplay. Those faint of heart and weak of stomach need not apply. The cars also show realistic damage as windows smash, fenders fall off and spectacular crashes often end up with the entire car sheared in half. Pedestrians now fly apart in a smear of arms, legs and heads with disgusting grace. Polygon "peds" and cars have replaced the pixilated 2D violence of the first game, providing the programmers with more flexibility with fatalities. This sequel shows a graduation in graphics and gore. It is automotive mayhem from the drop of the checkered flag. Another option is to run down the entire populace (people and animals referred to as "peds") to finish a race. Races can be finished in the traditional and somewhat boring manner of chasing checkpoints or drivers can try to kill each other by ramming other cars until they explode. The storyline closely resembles the original Carmageddon - the race is on and it's every driver for him or herself. ![]() For those not bothered by a game based solely on vehicular manslaughter, this is a worthy addition to any gaming library. There are many clever vehicles, the levels are fun, and the physics engine is simply amazing. It's a game any reasonable person would want to hate, but there's an appeal here that can't be denied. The concept of running over people and animals for fun is demented, and the amount of blood spilled in Carmageddon 2: Carpocalypse Now is downright insane. ![]() ![]() ![]() They didn’t believe it was necessary to wait in line to check out the murals on opening day. Ellos no creyeron que fuera necesario hacer cola-karasik para ver los murales el día de la inauguración.He didn’t think that the Sorolla exhibit was as magnificent as everyone claimed. Él no creyó que la exhibición de Sorolla haya sido tan magnifica como todos decían.These expressions show that the speaker is not completely confident in the opinion they are stating: Archer Huntington believed that Sorolla had great talent and that is why he introduced to the American market.Ģ) We use the subjunctive when the verb is negative (No creo que…): Archer Huntington creyó que Sorolla tenía un gran talento y por eso lo introdujo al mercado estadounidense.I think that Joaquín Sorolla is the painter that best captured the life and the light of the Mediterranean shoreline. Creo que Joaquín Sorolla es el pintor que mejor captó la vida y la luz de las costas del Mediterráneo.These expressions show that the speaker is confident in their opinions: ![]() Here you will find a practical explanation of this phenomenon:ġ) We use the indicative when the verb is affirmative (Creo que…): When using these structures, the main verb (verbo de opinión) can be conjugated in the indicative or subjunctive mood, respectively, depending if the sentence is positive or negative. In this sense, they correspond to the English structures “I believe /think that…” and “I don’t believe/think that…” “Creo que…” and “no creo que.” are used to express our opinion or certainty regarding an idea or given fact. ![]() ![]() (“GDHL”) shareholders for the special meeting of GDHL shareholders, which shall constitute an extraordinary general meeting for purposes of GDHL’s memorandum and articles of association (the “Meeting”), being held to approve (A) GDHL’s deregistration under the Cayman Islands Companies Act (As Revised) and domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the jurisdiction of incorporation of GDHL will be transferred by way of continuation from the Cayman Islands to the State of Delaware (the “Domestication”) and GDHL will be renamed Galaxy Digital Holdings Inc. As a result of the Reorganization and the Reorganization Merger, as described in this registration statement, Pubco will succeed GDHL as the publicly traded company in which existing holders of GDHL ordinary shares will own their equity interests and all securities being registered pursuant to this registration statement will be issued by Pubco as the continuing entity following all such transactions.Ī prospectus that will be used as a management information circular (the “Management Circular” or the “Management Circular/Prospectus”) in connection with (i) the solicitation of votes of Galaxy Digital Holdings Ltd. In the Reorganization Merger, GDH Delaware shareholders will receive shares of Class A common stock and Class B common stock of Pubco in exchange for their shares of Class A common stock and Class B common stock of GDH Delaware, respectively. (formerly known as Galaxy Digital Pubco Inc.) (“Pubco”) that was formed solely for the purpose of consummating the transactions described in this registration statement and that does not have any assets or operations, will merge with and into GDH Delaware, with GDH Delaware continuing as the surviving corporation and a direct wholly-owned subsidiary of Pubco (the “Reorganization Merger”). (“Reorganization Merger Sub”), a wholly-owned subsidiary of Galaxy Digital Inc. ![]() ![]() Following the Reorganization, GDH Delaware will issue, for nominal consideration, shares of its Class B common stock to the limited partners of Galaxy Digital Holdings LP (“GDH LP”) following such entity’s domestication as a Delaware limited partnership substantially concurrently with the Domestication as described in this registration statement.įollowing the Reorganization and the other transactions described above, GDH Titan Merger Sub 1, Inc. ![]() In the Domestication, all of the issued and outstanding Class A ordinary shares of GDHL will convert, automatically and by operation of law, into an equivalent number of shares of Class A common stock of GDH Delaware and GDH Delaware will, pursuant to its post-Domestication certificate of incorporation, be authorized to issue up to 500 million shares of Class B common stock. (GDHL following the Domestication, “GDH Delaware”), and (ii) certain related corporate reorganization transactions and amendments of applicable governing documents as described in this registration statement (including the amendment, prior to the Domestication, of GDHL’s existing share capital and memorandum and articles of association to authorize and provide for the issuance and terms of up to 500 million Class B ordinary shares of GDHL) (collectively with the Domestication, the “Reorganization”). (“GDHL”) intends, subject to the approval of GDHL shareholders, to effect (i) a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the jurisdiction of incorporation of GDHL will be transferred by way of continuation from the Cayman Islands to the State of Delaware (the “Domestication”) and GDHL will be renamed Galaxy Digital Holdings Inc. Following the effectiveness of this registration statement and prior to the consummation of the BitGo Acquisition (as defined under “Explanatory Note” and described in this registration statement), Galaxy Digital Holdings Ltd. ![]() |
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