Negotiating Business Combination Agreements - The Seller\u27s Point of View

This Article discusses issues raised in business combination agreements, namely issues in provisions that create affirmative duties of each party to each other, and that allocate risk between the parties as to various post-signing events or changes. These provisions are discussed from the standpoint of a selling company. The Article reviews certain lines of cases in Delaware regarding the fiduciary duties of directors, and summarizes guidance provided by these cases in structuring investigation and decision making by the seller\u27s board. The author concludes with a discussion of certain provisions of a business combination agreement that provide risk allocation between the parties

Stabilization of Insulin by Adsorption on a Hydrophobic Silane Self-Assembled Monolayer

The interaction between many proteins and hydrophobic functionalized surfaces is known to induce β-sheet and amyloid fibril formation. In particular, insulin has served as a model peptide to understand such fibrillation, but the early stages of insulin misfolding and the influence of the surface have not been followed in detail under the acidic conditions relevant to the synthesis and purification of insulin. Here we compare the adsorption of human insulin on a hydrophobic (−CH3-terminated) silane self-assembled monolayer to a hydrophilic (−NH3+-terminated) layer. We monitor the secondary structure of insulin with Fourier transform infrared attenuated total reflection and side-chain orientation with sum frequency spectroscopy. Adsorbed insulin retains a close-to-native secondary structure on both hydrophobic and hydrophilic surfaces for extended periods at room temperature and converts to a β-sheet-rich structure only at elevated temperature. We propose that the known acid stabilization of human insulin and the protection of the aggregation-prone hydrophobic domains on the insulin monomer by adsorption on the hydrophobic surface work together to inhibit fibril formation at room temperature

OSSOS VI. Striking Biases in the detection of large semimajor axis Trans-Neptunian Objects

The accumulating, but small, set of large semi-major axis trans-Neptunian objects (TNOs) shows an apparent clustering in the orientations of their orbits. This clustering must either be representative of the intrinsic distribution of these TNOs, or else arise as a result of observation biases and/or statistically expected variations for such a small set of detected objects. The clustered TNOs were detected across different and independent surveys, which has led to claims that the detections are therefore free of observational bias. This apparent clustering has led to the so-called "Planet 9" hypothesis that a super-Earth currently resides in the distant solar system and causes this clustering. The Outer Solar System Origins Survey (OSSOS) is a large program that ran on the Canada-France-Hawaii Telescope from 2013--2017, discovering more than 800 new TNOs. One of the primary design goals of OSSOS was the careful determination of observational biases that would manifest within the detected sample. We demonstrate the striking and non-intuitive biases that exist for the detection of TNOs with large semi-major axes. The eight large semi-major axis OSSOS detections are an independent dataset, of comparable size to the conglomerate samples used in previous studies. We conclude that the orbital distribution of the OSSOS sample is consistent with being detected from a uniform underlying angular distribution.Comment: Accepted for publicatio

Macropore effects on pesticides transport to groundwater

The objective of this investigation was to evaluate the leaching and degradation characteristics of atrazine and bromide in a field of alluvial soils under irrigated, no-till management. The experimental site was 0.1 ha in size. The soils were Sarpy (mixed, mesic Typic Udipsamments) with the surface texture varying from silt loam to loamy sand. Atrazine was applied at 2.2 kg/ha after sorghum (Sorghum bicolor) was planted. Bromide was applied at 115 kg/ha five days later. Soil cores were extracted to a depth of 150 cm which were segmented into 7.5 cm increments and were analyzed for each of the chemicals separately. The dates for sampling were one week, one month, two months, three months, and four months after application of the chemicals. As a result 1134 and 3542 soil samples were extracted for atrazine and bromide analysis, respectively. Atrazine was detected within the 15 to 22.5 cm depth increment one week after application. These data suggest that some of the atrazine can move to depth of 20 cm after one week which is probably due to the presence of macropores (1-5 mm diameter holes) open to the soil surface which were present in this field under no-till management. Atrazine was detected at very low concentrations at two and four months after application. Although extreme variability in atrazine concentrations occurred, the variations were not explained totally by differences in soil texture. The data in this study indicate some potential, although small, for atrazine contamination of groundwater.Project # G-1432-03 Agreement # 14-08-0001-G-1423-0

Field evaluation and model calibration for agricultural pesticide transport to groundwater - phase II

Students supported: 1 MS StudentCertain soil physical and chemical property data are needed to predict transport of agricultural chemicals (pesticides, herbicides, etc.) to groundwater. The objective of this investigation was to evaluate the soil variability of selected soil physical and chemical properties in a field used to study atrazine and bromide leaching. The site was divided into three areas due to differences in surface texture. Area I had a surface texture of sand, Area II sandy loam, and Area III loam. Soil physical properties were measured on 455 undisturbed soil samples taken systematically at 91 locations at five selected depths (15 to 20 cm depth increments to a depth of 85 cm) throughout the field. Additional samples were taken for measurement of organic matter content and pH. Organic matter content values of the three soil areas were similar throughout the soil profile. However, there was an additional peak (besides that at the soil surface) of organic matter content at the 100 cm depth in all areas. This was probably due to buried plant materials. Salt pH of Area I was higher down to the 65 cm depth compared to Areas II and III. Soil bulk density values throughout the soil profile were similar for the three soil areas. Interestingly, bulk density decreased with increasing soil depth which was attributed to the coarser texture of soil particles with increasing depth. Below the third depth, over 80 percent of the samples had 90 percent or more sand of which at least 85 percent was very coarse (1.0 to 2.0 mm). Saturated hydraulic conductivity values 7 of the three areas were similar for the shallow depths. At the 55 cm depth however, Area I had higher saturated hydraulic conductivity values than Areas II and III. The soil water characteristics of the three areas were similar for the five measured depths.Project # G-1572-02 Agreement # 14-08-0001-G-1572-0

OSSOS III - Resonant Trans-Neptunian Populations: Constraints from the first quarter of the Outer Solar System Origins Survey

The first two observational sky "blocks" of the Outer Solar System Origins Survey (OSSOS) have significantly increased the number of well-characterized observed trans-Neptunian objects (TNOs) in Neptune's mean motion resonances. We describe the 31 securely resonant TNOs detected by OSSOS so far, and we use them to independently verify the resonant population models from the Canada-France Ecliptic Plane Survey (CFEPS; Gladman et al. 2012), with which we find broad agreement. We confirm that the 5:2 resonance is more populated than models of the outer Solar System's dynamical history predict; our minimum population estimate shows that the high eccentricity (e>0.35) portion of the resonance is at least as populous as the 2:1 and possibly as populated as the 3:2 resonance. One OSSOS block was well-suited to detecting objects trapped at low libration amplitudes in Neptune's 3:2 resonance, a population of interest in testing the origins of resonant TNOs. We detected three 3:2 objects with libration amplitudes below the cutoff modeled by CFEPS; OSSOS thus offers new constraints on this distribution. The OSSOS detections confirm that the 2:1 resonance has a dynamically colder inclination distribution than either the 3:2 or 5:2 resonances. Using the combined OSSOS and CFEPS 2:1 detections, we constrain the fraction of 2:1 objects in the symmetric mode of libration to be 0.2-0.85; we also constrain the fraction of leading vs. trailing asymmetric librators, which has been theoretically predicted to vary depending on Neptune's migration history, to be 0.05-0.8. Future OSSOS blocks will improve these constraints.Comment: Accepted for publication in A

Lagrangian Diffusion Properties of a Free Shear Turbulent Jet

A Lagrangian experimental study of an axisymmetric turbulent water jet is performed to investigate the highly anisotropic and inhomogeneous flow field. Measurements are conducted within a Lagrangian exploration module, an icosahedron apparatus, to facilitate optical access of three cameras. Stereoscopic particle tracking velocimetry results in three-component tracks of position, velocity and acceleration of the tracer particles within the vertically oriented jet with a Taylor-based Reynolds number Reλ≃230. Analysis is performed at seven locations from 15 diameters up to 45 diameters downstream. Eulerian analysis is first carried out to obtain critical parameters of the jet and relevant scales, namely the Kolmogorov and large (integral) scales as well as the energy dissipation rate. Lagrangian statistical analysis is then performed on velocity components stationarised following methods inspired by Batchelor (J. Fluid Mech., vol. 3, 1957, pp. 67–80), which aim to extend stationary Lagrangian theory of turbulent diffusion by Taylor to the case of self-similar flows. The evolution of typical Lagrangian scaling parameters as a function of the developing jet is explored and results show validation of the proposed stationarisation. The universal scaling constant C0 (for the Lagrangian second-order structure function), as well as Eulerian and Lagrangian integral time scales, are discussed in this context. Constant C0 is found to converge to a constant value (of the order of C0=3) within 30 diameters downstream of the nozzle. Finally, the occurrence of finite particle size effects is investigated through consideration of acceleration-dependent quantities

Col-OSSOS: The Colours of the Outer Solar System Origins Survey

The Colours of the Outer Solar System Origins Survey (Col-OSSOS) is acquiring near-simultaneous $g$, $r$, and $J$ photometry of unprecedented precision with the Gemini North Telescope, targeting nearly a hundred trans-Neptunian objects (TNOs) brighter than $m_r=23.6$ mag discovered in the Outer Solar System Origins Survey. Combining the optical and near-infrared photometry with the well-characterized detection efficiency of the Col-OSSOS target sample will provide the first flux-limited compositional dynamical map of the outer Solar System. In this paper, we describe our observing strategy and detail the data reduction processes we employ, including techniques to mitigate the impact of rotational variability. We present optical and near-infrared colors for 35 TNOs. We find two taxonomic groups for the dynamically excited TNOs, the neutral and red classes, which divide at $g-r \simeq 0.75$. Based on simple albedo and orbital distribution assumptions, we find that the neutral class outnumbers the red class, with a ratio of 4:1 and potentially as high as 11:1. Including in our analysis constraints from the cold classical objects, which are known to exhibit unique albedos and $r-z$ colors, we find that within our measurement uncertainty, our observations are consistent with the primordial Solar System protoplanetesimal disk being neutral-class-dominated, with two major compositional divisions in $grJ$ color space.Comment: Accepted to ApJS; on-line supplemental files will be available with the AJS published version of the pape

Taxonomic revision of true morels (Morchella) in Canada and the United States

Recent molecular phylogenetic studies have revealed the existence of at least 50 species of Morchella worldwide and demonstrated a high degree of continental endemism within the genus. Here we describe 19 phylogenetic species of Morchella from North America, 14 of which are new (M. diminutiva, M. virginiana, M. esculentoides, M. prava, M. cryptica, M. frustrata, M. populiphila, M. sextelata, M. septimelata, M. capitata, M. importuna, M. snyderi, M. brunnea and M. septentrionalis). Existing species names (M. rufobrunnea, M. tomentosa, M. punctipes and M. angusticeps) are applied to four phylogenetic species, and formal description of one species (M. sp. Mel-8 ) is deferred pending study of additional material. Methods for assessing morphological features in Morchella are delineated, and a key to the known phylogenetic species of Morchella in North America is provided. Type studies of M. crassistipa, M. hotsonii, M. angusticeps and M. punctipes are provided. Morchella crassistipa is designated nomen dubium