Sunday, December 21, 2014

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Saturday, December 20, 2014

Carl Icahn Blasts Michael Dell's Latest Buyout Offer With Twitter Poetry


Yesterday, it was references to Bob Dylan lyrics. Today, Carl Icahn, the activist investor seeking control of the computing company Dell, blasted the latest buyout offer from its founding CEO and board of directors with a short rhyme on Twitter:

All would be swell at Dell if Michael and the board bid farewell.

- Carl Icahn (@Carl_C_Icahn) July 24, 2013

He later followed up that tweet with another of his open letters to Dell shareholders, calling for the ouster of CEO Michael Dell and the company's current board of directors.

The latest buyout offer from Michael Dell and Silver Lake values the company at $13.75 a share, or $24.6 billion. The offer is contingent on a change in the rules of the buyout process that counts non-votes as essentially equal to "no" votes on the proposed buyout. (See this earlier post for a detailed explanation.)

Icahn called that provision "the one thing protecting the interests of Dell stockholders," and went on to say that "... To change the rules at the last minute is outrageous." He repeated previous complaints about the $450 million breakup fee that he says Silver Lake would receive in the event the buyout doesn't close, and called on the board to eliminate that provision. He also repeated a call for Dell's board to convene its annual meeting of shareholders, and to hold a proxy vote that would include a slate of directors he has proposed to oversee the company.

His latest letter is below:

Dear Fellow Dell Stockholders and Special Committee:

In today's latest installment of the "Desperate Dell Debacle," Michael Dell/Silver Lake have asked the Company to change the rules of the game in a transparent attempt to force their freeze out transaction across the finish line despite the vote of its stockholders. In a Merger Agreement with widely-criticized protective devices in favor of Michael Dell/Silver Lake and a sales process that included a number of advantages for Michael Dell/Silver Lake, the one stockholder protection was the requirement that a majority of the non-Michael Dell shares approve the deal. The Special Committee has now been asked to GUT this provision to effectively render it meaningless. And, in return, Michael Dell/Silver Lake have offered to increase the deal price by $0.10, or 0.73%!

The Merger Agreement and the Proxy Statement established the rules. We and other stockholders have spent time and money understanding the rules created by Michael Dell, Silver Lake and Dell, and we have played by them. To change the rules at the last minute is outrageous. And, in this case, it appears the Special Committee may even agree with us, or at least they did back in February, when Dell, Michael Dell and Silver Lake ALL AGREED IN WRITING in the Merger Agreement that the required stockholder approvals "shall not be waivable." SHALL NOT BE WAIVABLE. Perhaps that means something else to Michael Dell/Silver Lake and the Special Committee, but to us, it means what it says - You can't get rid of this one provision that is designed to protect the interests of non-Michael Dell stockholders. Of course, this is precisely what Michael Dell and Silver Lake are today trying to do.

Michael Dell/Silver Lake this morning commented that the stockholder approval requirement is "unfair". Are they serious? They're complaining about the fairness of the Merger Agreement that they and their lawyers negotiated and agreed to! How is it fair to change the rules at the end of the game, particularly when they and their teams of lawyers established the rules? If they are so concerned about fairness, then let's discuss and actually make the Merger Agreement fair - let's get rid of the outrageous $450 million break up fee and change the definition of a Superior Proposal so it actually encourages competing bids. It's outrageous to construct a merger agreement where a competing bidder does not get compensated with a break up fee if they are matched or topped. By not allowing this, it is virtually insurmountable to incentivize banks to finance a higher bidder.

We have spent the past 6 months explaining why we believe that not only does the Michael Dell/Silver Lake transaction undervalue the company, but it also freezes out loyal stockholders who deserve the opportunity to stay with Dell. How is that fair? In short, we have explained why we believe Michael Dell is doing a great disservice to his stockholders and has structured a deal that we believe is unfair. Today, Michael Dell and Silver Lake crossed the Rubicon by trying to take away the one provision in the Merger Agreement that actually provided stockholders with a voice in their company. It is time for Michael Dell and this Board to go. After more than a year since the last annual election, it is time to schedule the 2013 Annual Meeting and move forward.

A few days ago we warned this Board not to run the Company like a banana republic. Some commentators have even compared this "Desperate Dell Debacle" to Vladimir Putin and North Korea! After this latest action by Michael Dell/Silver Lake, we are clearer than ever - it is time for Michael Dell and this Board to go.

Qualcomm Third-Quarter Net Jumps 31 Percent on Mobile Chip Demand

Qualcomm Inc.'s fiscal third-quarter profit jumped 31 percent as the company reported strong growth in its sales of its wireless chips.

The company also raised the low end of its full-year revenue guidance and lifted its earnings view. It now expects per-share income of $4.48 to $4.56 on revenue of $24.3 billion to $25 billion. Qualcomm had previously projected earnings of $4.40 to $4.55 a share on revenue of $24 billion to $25 billion.

The San Diego-based chip maker has been one of the main beneficiaries of the growing popularity of smartphones, as it supplies wireless processors for a broad range of customers that include Apple Inc. and Samsung Electronics Co. and collects money from license payments tied to its technology.

Read the rest of this post on the original site

Friday, December 19, 2014

Sundar Pichai on the Difference Between Chromecast and Google TV (Interview)


Sundar Pichai

Google has two operating systems: Chrome and Android. And now it has two living-room devices: Chromecast and Google TV.

There's a good reason for that, argued Sundar Pichai, Google's SVP of Android, Chrome and Apps, in an interview after the event.

In fact, Pichai took over control of the Google TV project in March of this year. It had previously been the domain of YouTube head Salar Kamangar, but it was internally seen as better aligned with Android and Android partner relationships, sources said.

(Pichai, who has a reputation for being good at managing partnerships, gained a bunch of power at Google at that time, adding all of Andy Rubin's Android on top of his previous domain of Chrome and Apps.)

So why two different devices? The new Chromecast dongle will be a sort of lightweight way to stream video on a television. Google TV, you probably already know about - though you probably don't own as it's not super popular. Soon, "it will be a full-fledged Android for television," Pichai said, noting that he expects to announce many more partners at CES early next year.

The Chromecast costs $35 and has just 256k 512 megabytes of memory. But that doesn't mean it streams low-quality video; the default resolution is the industry-standard 1080p.


The new Google Chromecast

Where Google TV can provide "an immersive experience" that's appropriate for gaming, Chromecast will have too much latency for gaming, Pichai explained.

So why make a new device that doesn't do as much? To try to popularize the activity of watching Internet TV on a real living-room TV, said Pichai.

"It is shocking how much video is consumed on phones, tablets and laptops, but the TV usage just breaks off," he said. (During prepared remarks, Pichai cited Sandvine data showing that YouTube and Netflix account for an estimated 49.4 percent share of all peak downstream Internet traffic in the U.S.)

"Whereas TV is the most-used device at home, by far. People watch 4.5 hours of television per household in the U.S. So there is this gap, and you have to figure out a way to converge it." But simplicity is key, he said. "We should never set up expensive boxes and call someone to say how do I connect all this?"

Google's "Cast" protocol, which adds streaming options to apps while they are running on devices using the same Wi-Fi network as a Chromecast dongle, allows for playing video with no installation needed.

A Vizio Co-Star, one of the devices integrated with Google TV

A Vizio Co-Star, one of the devices integrated with Google TV

"Effectively, the Chromecast is a Web media player," Pichai said. "Once you say, 'Play this YouTube video or Netflix video,' it is actually pinging YouTube or Netflix over Wi-Fi, going through the Internet backbone, and they are just sending it like they would send it to a browser."

Internally, Pichai said, his team calls this process "flinging" content. Flinging is intended for video and music apps, and outside developers are welcome to build in support for it.

Chromecast will also support a second behavior: "Mirroring" Web pages, though that will be in beta for the next few months. With mirroring, whatever you do on your phone, tablet or computer is synced up with the display on your TV. That way you can pull content from any website, not just supported apps - though you'll draw down the battery on the device that's being mirrored. My colleague Peter Kafka suspects that some TV companies will not be pleased.

These features aren't limited to the Chromecast device, Pichai said. Google TV will also support Google Cast, Pichai said today.

Google's two-pronged approach actually parallels competitors like Roku, which offers both boxes and streaming sticks for certain TVs. However, where Google might have an advantage on the works-like-a-browser front, Roku is ahead on the content deals. In addition to Netflix and YouTube, it has Amazon, Hulu, HBO Go and other channels. Chromecast doesn't yet.

"I fully expect more partners to join us, because it makes a lot of sense for their content to be seen on the television," Pichai said.

Correction, July 29: This article incorrectly reported the amount of memory that the Chromecast has; the correct number is 512MB.

Facebook Says It Has Figured Out Mobile. Wall Street Says It Believes Facebook.

Facebook News Feed Event

You can't say Wall Street has agreed to forgive and forget its past issues with Facebook. But it's getting closer: After a very strong Q2 earnings report, investors pushed shares up 17 percent in aftermarket trading.

Facebook is now trading at about $31 a share, nearly as high as it has been all year. That still doesn't bring it back to the $38 price from its 2012 IPO, but it's definitely progress.

Big picture: Facebook seems to have answered, at least for now, questions about its ability to handle the shift to mobile: Its users are headed there, and it is showing them ads there, and both usage and ad dollars are up.

Facebook also took pains to explain that it is still totally cool with the kids. Which sounds a bit strained when they say it, but until people can show statistics proving otherwise, investors may cut them some slack.

And Facebook COO Sheryl Sandberg also made a point of mentioning all the usage Facebook sees during prime time TV viewing hours. Translation: Hey Twitter - we can pitch social TV to advertisers, too.

It's more fun to come on an earnings call when Wall Street is psyched about your numbers, right?

At least that's the theory. Let's see how Mark Zuckerberg and Sheryl Sandberg do following a strong quarter, which has investors bidding up their stock more than 14 percent in after-hours trading.

Let's listen in. Actually, I'll listen: You guys watch me type a liveblog.

5:04 pm: Greetings. Listening to Mark Zuckerberg, reading with enthusiasm.

Points out that results today come from big investments a few years ago. Promises patience for more long-term payouts.

Did you know there are 5 billion people who aren't on Facebook? Facebook is coming for you, people who are very likely not reading this liveblog!

Facebook advertising isn't just making money for Facebook, it is somehow improving the world's overall economy.

Ratio of daily active users to monthly active users is increasing - that is, as more people come on to Facebook, more people spend more time on Facebook.

By the way, don't believe those "Facebook engagement decreasing" reports: Market share steady or increasing.

Now, about those teenagers you keep hearing about: They're still totally using Facebook! Here Zuck uses a phrase that I don't feel totally comfortable retyping. So.

Instagram: Still totally growing!

Instagram video growing fast. Facebook Graph Search and Facebook Home, not so much, but that's totally cool, says Zuck. Think long-term!

5:10 pm: Zuck still pumped, and now he's talking about ads, which is not a thing he would have been pumped to talk about a few years ago. Maybe even one year ago.

Shoutouts to all the Facebookers! "You're all helping to connect the world and push it forward."

5:11 pm: Now, Sheryl Sandberg, who is less forcefully excited. But reciting impressive numbers regardless.

Also talking up app ads, local ads.

And hey, don't look now but FB is up 20 percent since this afternoon's numbers.

Now taking time to talk up all the TV-watching, and TV-talking, that happens on Facebook. In other words: In case you didn't catch this earlier, Twitter, we are totally coming after the social TV business you've been building. Heads up!

(Apologies, missed a couple minutes here while multitasking.)

5:17 pm: And now CFO David Ebersman.

Usage numbers are great. 699 million average daily users in June. Total time spent: 20 billion minutes each day.

(More apologies. Was busy asking Facebook beat reporter Mike Isaac why he was Tweeting about the call while I covered the live blog for him.)

(Bunch of statistics you do not want to read about in a liveblog. If you are looking for that stuff, by the way, it's all over here.)

We're still going to pour a lot of money into capex, Ebersman says. So get used to it. (Google had to explain this to investors for a while, too.)

News Feed ads will be main ad growth engine for rest of the year. But note that they started up a year ago, which means Q3 and Q4 comps will be a little tougher. Okay, analysts? (Guide that number down a bit!)

Also, expenses are going to grow at a faster clip then revenue this year. (Got that, analysts?)

5:25 pm: And now, ladies and gents, here's Q&A, with Mike Isaac!

3:25 pm: Mike Isaac here, taking over for Peter on the questions from analysts.

3:26 pm: A question from Doug Anmuth on ads.

Basically, is your big ad growth a lot more ads in the feed, or better ad products?

3:26 pm: Sandberg: Both! All!

Also, we've got a big increase in demand from marketers.

3:27 pm: Mobile app install ads question - Sandberg says they're small but growing.

"It's basically an entirely new market ... we're growing quickly and helping to grow the market."

I asked about mobile app install ads, too, in a chat with Ebersman earlier. They're sorta mum on its success specifically, but I hear that developers like them.

3:28 pm: Oh, if you've noticed, my time stamp is wonky. That's because I'm sitting in an airport in Aspen, Colorado, liveblogging from the terminal as my flight has been delayed. Ho hum.

3:29 pm: A question on monetizing Instagram! Please tell us you have something in mind for that pretty photo-sharing app.

3:29 pm: Zuckerberg on Instagram: Non-answer.

Yes, we want to build a business. "Probably through advertising." But right now they're focused on just letting the thing grow like crazy.

True. It's up above 130 MAUs. Pretty crazy.

3:30 pm: Sandberg on growth in ad spend: Yes! Soon!

"I'm a believer that over time, this is where people are spending their time, and any marketer who wants to reach people is going to spend here."

Fingers crossed, Sheryl.

3:31 pm: Growth is still strong across regions outside of the U.S., Sandberg said.

Particular focus on Asia, seeing increasing adoption in APAC and the rest of the world.

3:33 pm: Sandberg says Facebook exchange is actually a small part of the company's business. They're expanding their on-the-ground sales force, too.

3:34 pm: Ebersman chimes in on how much the company is spending.

No end in sight to the amount Facebook is spending to invest in the business.

But he cites being "disciplined" and "focused" in their spending.

In other words, it's not all kegs and sushi bars for the campus. Lots of smart spending, he says.

3:36 pm: Sandberg: Facebook loves brands. Brands love Facebook.

The end.

3:37 pm: More TV talk in this call. Quite a direct shot over the bow at Twitter, the social company that has long promoted its "second-screen-ness" and complementary nature to television.

3:38 pm: Ebersman again on spending: Hardware costs probably going to go down, but product development is a variable.

5:39 pm: Hello again! It's Peter Kafka! I'm very excited!

Some talk about lumps and inflections re: mobile.

There was "more feed eligible demand" this quarter, says Ebersman. Yet, price didn't drop as they sold more ads.

5:43 pm: New question: Five percent of News Feed is now ads. Is that the "right" number and how does that vary across geography? Also a multipart question I didn't get.

Ebersman: Re: Five percent, it was 0 percent a year ago. We're happy with it. Varies by geography, and also by person (which maybe explains why I don't see that many ads in my feed compared to some complainers).

5:45 pm: Q: When are you going to get around to rolling out video ads? Also, what's going on in Europe?

Sandberg: We totally have video ads - you can embed a video in your post. "We're exploring how we can expand that" but if you think I'm going to talk about a product we haven't announced, then I would like to sell you a premium Bebo membership.

5:46 pm: Q: Hey Mark, how do you get partners to participate more actively in your platform? (And not worry you'll dump them in a year?)

Zuckerberg: We've been charging developers for distribution, and they like it. That's a shift.

5:48 pm: Big picture question for Zuck. How has life/perspective changed since you wrote founder's letter in your S-1 (14 months ago?)

Zuck: We hit the 1 billion people mark, which used to be a rallying cry. Now we have bigger ambitions. But now, meh. "The real goal is to connect everyone in the world, and map out everything there is." But! We weren't happy with mobile 18 months ago, so we had to do a lot of work on it. Coming into 2013, we started to see that we were in better shape.

So: Sort of a big picture answer. But maybe not really?

3:50 pm: Isaac here again!

Sorry about the timestamp.

3:50 pm: I swear we aren't time traveling.

3:50 pm: Question: Really guys, what ad units made you guys kill this quarter so hard?

3:51 pm: Sandberg: Direct response marketers are big contributors to growth. E-commerce doubled! They use all sorts of our ad products.

Lots of growth in mobile app install ads. Small market, but we offer a product that no one else has.

Yep, that ad unit is shining.

3:53 pm: Again, a question on growth.

Really, how?

3:54 pm: Direct response marketers are bumping up their ad budgets because they're getting good returns, Sandberg says.

Okay then.

3:55 pm: Ooh! A sort of sideways question on hiring and perhaps a way to talk about the ZuckerPAC,

3:55 pm: Mark takes the hiring question.

Hiring great people is hard. But "our country doesn't produce the volume of engineeers that our companies want to hire." So basically that's why he's doing this Fwd thing.

3:56 pm: Sandberg highlights General Electric's Instagram campaigns.

They aren't paid ads, but rather fancy photos of GE-related products and such.

In other words, brands are willing to experiment.

3:57 pm: A custom audiences question - Sandberg said they've doubled the number of marketers using that particular product over the period of two quarters. Lots of big brands doing it.

3:58 pm: Sandberg plays up "PMDs" - or third-party ad sellers - and wants brands to buy through multiple sales channels.

3:59 pm: Last question is a softball. Why do consumers like your stuff?

3:59 pm: Zuckerberg says Instagram is easy, everyone loves photos and capturing moments.

4:00 pm: His comments on Facebook "Home" are interesting.

Look at it over the long term. Sort of like a seed that Facebook is planting.

"Expect these to become market-leading products."

4:00 pm: Just look at how naturally they fit into the flow of peoples' daily lives to get an idea of how long it will take to get popular, Zuckerberg says.

4:01 pm: And we're done!

Kafka and Isaac - out.