Major Matters Sample Clauses

Major Matters. The Board of Directors shall be responsible to the Shareholders. In addition to the powers and authorities set forth in the Company Law and the Articles, the following actions shall be submitted to the Board of Directors for review and approval before such actions are carried out: (i) review and approval of annual budget and business plan; (ii) review and approval of remuneration of the Management Member; (iii) review and approval of the commission policy of the Target Company; (iv) any action that terminates, suspends, or substantially changes the main business, or entry into new lines of business than the existing main business; (v) appointment, removal and replacement of the external auditor of the Target Company; (vi) review and approval of annual financial statements, or material change in the accounting and financial policies or the fiscal year of the Target Company; (vii) establishment of subsidiaries or acquisition of or investment in other entities; (viii) change of the organizational structure of the Target Company; (ix) approval of any agreement relating to borrowing, guarantee, and assurance by the Target Company; (x) any single capital expenditure exceeding RMB500,000; (xi) purchase, sale or disposal of any assets exceeding RMB500,000; (xii) approval of any contract by the Target Company with an transaction amount exceeding RMB500,000 outside the scope of the main business of the Target Company; (xiii) approval of or amendment to any contract between the Target Company and any of the parties hereto and/or any of its Affiliates and associated parties; (xiv) any other material action in connection with the rights and interests of the Target Company.
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Major Matters. Except as otherwise expressly set forth in this Agreement including Sections 5.5 and 5.7, none of the Executive Committee, the Executive Committee Members (in the Executive Committee Members’ capacity as “managers” under the Act) or the Officers shall do, or cause or permit the Company or, any Subsidiary of the Company to do, any of the following actions (the “Major Matters”), without the approval of both of the NSAM Designees (for so long as the NSAM Designation Threshold is met); provided, that if any such action has been specifically set forth in reasonable detail in the Approved Business Plan then in effect, then such action shall not be a Major Matter requiring approval of the NSAM Designees: (a) amending, terminating, restating or otherwise modifying this Agreement, the Certificate or any other Organizational Documents of the Company or any Subsidiary of the Company; (b) (i) appointing or terminating the appointment of any auditors of the Company or any of its Subsidiaries or (ii) changing any methods of accounting, except as required by changes in applicable law or GAAP; (c) (i) approving each Business Plan and any material revision to the Approved Business Plan then in effect, (ii) except as set forth in Section 5.4(a), during any Fiscal Year, incurring unbudgeted corporate operating and overhead expenses in excess of 110% of the aggregate amount budgeted in the Approved Business Plan for such corporate operating and overhead expenses (each, a “Permitted Variance”) or (iii) incurring during any Fiscal Year less than 95% of the aggregate amount budgeted in the Approved Business Plan for such corporate operating and overhead expenses; (d) (i) issuing any Equity Interests of the Company (other than Class B Incentive Units) or of any Subsidiary of the Company, (ii) authorizing any subdivision, split, combination, or other reclassification of any Equity Interests of the Company or of any Subsidiary of the Company or (iii) redeeming, repurchasing or otherwise acquiring any Equity Interests of the Company or of any Subsidiary of the Company (other than in accordance with the redemption contemplated in the Purchase Agreement); provided, that the foregoing restrictions shall not apply to (A) the issuance of Additional Interests pursuant to and in accordance with Section 3.3(b) or Section 3.5, and (B) the issuance of Equity Interests in connection with a Public Offering approved (to the extent required) in accordance with Section 5.3(w); (e) amending or othe...
Major Matters. 5.1 KSB and BBT shall procure that the Company shall not (whether by resolution of the Company in general meeting or of the Board) without the prior approval by the affirmative vote or consent in writing of each of KSB and BBT (which consent may be given in writing on its behalf by any of the Directors appointed by it): (a) except as contemplated by Clause 2 or Clause 6.3, create or issue or allot any Shares, or grant or agree to grant any option over shares (whether pursuant to a share option scheme or otherwise) or uncalled capital of the Company or issue any obligations convertible into shares or alter or abrogate any class or any other rights of any Shares other than pursuant to the Employee Option Scheme; (b) alter its name, or effect any material change in the nature of its Business or the manner in which it conducts such Business or any material deviation from the Science Plan or any business plan adopted by the Company; (c) alter its Memorandum or the Articles of Association or the rights attaching to any of its Shares or re-organize, consolidate, sub-divide or convert any of its Shares; (d) adopt or amend any Budget or business plan or the Science Plan; (e) save as may be provided by any of the Other Agreements create, extend or alter any Encumbrance on or over the whole or any part of its undertaking, property or assets (other than liens arising by operation of law in the ordinary course of business); (f) acquire or agree to acquire any asset the funding of which is or is to be secured by a guarantee, indemnity or other form of surety from any shareholder; (g) determine the price at which any Share is to be transferred to any third party under Article 18.3 of the Articles of Association; (h) approve the balance sheet and profit and loss account or any other account of the Company; (i) give any guarantees or indemnities of or as to or in respect of the obligations or liabilities of any other person, firm, company or entity; (j) (other than on the advice to the Board of an independent licensed insolvency practitioner or as required under Clauses 6.1,6.8, 12.2(ii), or 13.5) commence any proceeding relating to a winding up action, liquidation or reorganization of the Company; or (k) enter into discussions with any third party relating to the sale or merger of the Company or the Business with any other entity; (l) the lending of any monies (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acce...
Major Matters. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not take any action in connection with or relating to the following matters (“Major Matters” and each separately a “Major Matter”) without the approval of the holders of at least three-fourths (3/4) of the issued and outstanding Shares:
Major Matters. The granting by the Board of Directors or the Shareholders Meeting, as the case may be or, of any approval or the taking by the Board of Directors or the Shareholders Meeting, as the case may be, of any action, or the failure to take action, as the case may be, in connection with or relating to the following matters (“Major Matters” and separately “Major Matter”), shall require approval of all of the Shareholders or of the Board of Directors, as the case may be: (i) the approval of the annual Budget and Business Plan and amendments to the annual Budget and Business Plan and any change in the distribution of dividends; (ii) the issuance of bonds, debentures, negotiable obligations or other similar instruments of debt, or the obtaining of any loan from any Person including loans from a Shareholder, other than current loans (less than 90 days) and the decision to draw on any line of credit; (iii) the issuance of Company Securities or acceptance of any capital contribution; (iv) the selection or removal of the controller, general manager, legal counsel and independent auditor of the Company, with respect to the later of which would be selected from among the top five leading accounting firms of internationally recognized standards and having offices in Monterrey; (v) the approval of any acquisition, merger, consolidation, joint venture or other business combination of the Company within the context of the foregoing or partnership arrangement between the Company and any third party; (vi) the approval of any transaction (including any lease or amendment thereto) between the Company and any of the parties hereto or their respective Affiliates; (vii) the guarantee by the Company of any obligations of any third parties; (viii) the approval of the sale, lease, exchange, transfer or other disposition, directly or indirectly, in a single transaction or series of related transactions, of substantially all of the assets of the Company; (ix) the approval of any material transaction (meaning a transaction involving more than $100,000.00 U.S.), including any lease or amendment thereto between the Company and any third party, other than the purchase of materials and supplies and the sale of corrugated plastic pipe in the ordinary cause of business; (x) the determination of the number of members of the Board of Directors; (xi) any amendment of this Agreement, the Company’s Bylaws or of the Indemnification Provisions and the cancellation of any directors and officers liabilit...
Major Matters. Notwithstanding anything to the contrary in this Agreement, the Company shall not take any action in connection with or relating to the following matters (“Major Matters” and each separately a “Major Matter”) without the approval of at least two thirds (2/3) of all of the members of the Board or, to the extent that Interestholder approval is required pursuant to the Bylaws or any Chilean Law, the unanimous approval of all of the Interestholders:
Major Matters. Notwithstanding the authority granted to the Board of Managers set forth in section 4.1(b), the following actions (“Major Matters”) require the approval of Members owning more than 60% of the Units: (a) The sale, transfer, exchange, grant of perpetual licenses or other disposal of all or substantially all of the Company’s assets, including goodwill, in a single or series of related transactions, or the merger, consolidation, liquidation, dissolution or reorganization of the Company or any of its subsidiaries; (b) The sale, transfer, exchange, grant of perpetual licenses or other disposal of any patents of the Company; (c) The admittance of any additional Members to the Company; (d) The acquisition of substantially all of the assets of, or any equity interest in, any Person; (e) The taking of any action outside the ordinary course of business of the Company, or the changing of the nature or character (including without limitation through expansion or contraction) of the Business; (f) The issuance of bonds, debentures, negotiable obligations or other similar instruments of debt, the obtaining of any loan from any Person (as defined in Appendix I) (except for trade payables) including loans from a Member, the issuance of any securities or debt convertible into securities of the Company, the guarantee of any obligations of any third parties or the assignment of the assets of the Company in trust for creditors or on the assignee’s promise to pay the debts of the Company; (g) The entering into or approving of any transaction between the Company and any of the Members or their respective Affiliates, other than the Transaction Documents, as defined in section 14.1(a) below; (h) Subject to section 15.1, the authorization or requirement to make contributions to capital in excess of those made prior to or on the Effective Date, or the approval of the terms of any loan from a Member or its Affiliate; (i) The appointment or changing of the auditors or attorneys for the Company; (j) The admittance of any assignee of a Member’s interest in the Company (other than an Affiliate) as a substituted Member pursuant to section 9.4; (k) The making of any determination concerning the liquidation of the Company pursuant to section 11.1; (l) The engagement of the Company in any research, engineering or development project involving any product other than products relating to the Business; (m) The amendment of the Certificate; (n) Approval of annual Budgets and product pricing; and ...
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Major Matters. Notwithstanding the authority granted to the Board of Managers set forth in Section 4.1(b), the Company shall not issue any additional Member Units in the Company, except upon the unanimous consent of the Members. 2. Section 4.8 of the Agreement is hereby superseded and replaced in its entirety with the following:

Related to Major Matters

  • Labor Matters No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that could have a Material Adverse Effect.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials. (b) All of the Corporation’s submissions to the FDA and any corollary entity in any other jurisdiction, whether oral, written or electronically delivered, were true, accurate and complete in all material respects as of the date made, and remain true, accurate and complete in all material respects and do not misstate any of the statements or information included therein, or omit to state a fact necessary to make the statements therein not materially misleading. (c) The Corporation has not committed any act, made any statement or failed to make any statement that would breach the FDA’s policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar laws, rules or regulations, whether under the jurisdiction of the FDA or a corollary entity in any other jurisdiction, and any amendments or other modifications thereto. Neither the Corporation nor, to the Corporation’s Knowledge, any officer, employee or agent of the Corporation has been convicted of any crime or engaged in any conduct that would reasonably be expected to result in (i) debarment under 21 U.S.C. Section 335a or any similar state or foreign law or regulation or (ii) exclusion under 42 U.S.C. Section 1320a 7 or any similar state or foreign law or regulation, and neither the Corporation nor, to the Corporation’s Knowledge, any such person has been so debarred or excluded. (d) The Corporation has not sold or marketed any products prior to receiving any required or necessary approvals or consents from any federal or state governmental authority, including but not limited to the FDA under the Food, Drug & Cosmetics Act of 1976, as amended, and the regulations promulgated thereunder, or any corollary entity in any jurisdiction. The Corporation has not received any notice of, nor is the Corporation aware of any, actions, citations, warning letters or Section 305 notices from the FDA or any corollary entity.

  • Labour Matters No material work stoppage, strike, lock-out, labour disruption, dispute grievance, arbitration, proceeding or other conflict with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation and the Subsidiaries are in material compliance with all provisions of all federal, national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours.

  • Employee and Labor Matters There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • Regulatory Matters (a) VFL and Purchaser shall cooperate and use commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Governmental Entity necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Related Agreements and any other agreements contemplated hereby or thereby, including, without limitation, as set forth on Schedule 3.04 and Schedule 4.04. Purchaser and VFL will provide each other and their counsel the opportunity to review in advance and comment on all such filings with any Governmental Entity. Purchaser and VFL will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedule 3.04 and Schedule 4.04. It is expressly understood by the parties hereto that each party hereto shall use commercially reasonable efforts to ensure that representatives of both Purchaser and VFL shall have the right to attend and participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Entity or other organization relating to this Agreement or a Related Agreement. In furtherance of the foregoing, Purchaser and VFL shall provide each other reasonable advance notice of any such hearing, proceeding, meeting, conference or similar event. The notice required to be given under this Section 5.04 shall be given to representatives of VFL or Purchaser entitled to receive notices hereunder. (b) VFL and Purchaser shall cooperate and use commercially reasonable efforts to obtain all other approvals and consents to the transactions contemplated by this Agreement and the Related Agreements, including the consents of third parties under Assigned Contracts. In the event and to the extent that VFL is unable to obtain any required approval or consent of non-governmental authorities to any agreement to be assigned to Purchaser hereunder, (i) VFL shall use commercially reasonable efforts in cooperation with Purchaser to (A) provide or cause to be provided to Purchaser the benefits of any such agreement, (B) cooperate in any arrangement, reasonable and lawful as to VFL and Purchaser, designed to provide such benefits to Purchaser and (C) enforce for the account of Purchaser any rights of VFL arising from such agreements, including the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser and (ii) Purchaser shall use commercially reasonable efforts to perform the obligations of VFL arising under such agreements and licenses, to the extent that, by reason of the transactions consummated pursuant to this Agreement or otherwise, Purchaser has control over the resources necessary to perform such obligations. If and when any such approval or consent shall be obtained or such agreement or license shall otherwise become assignable, VFL shall promptly assign all of its rights and obligations thereunder to Purchaser without the payment of further consideration and Purchaser shall, without the payment of any further consideration therefor, assume such rights and obligations and VFL shall be relieved of any and all obligation or liability hereunder.

  • Transitional Matters (a) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

  • Intellectual Property Matters A. Definitions

  • Legal Matters In the opinion of Xxxx Xxxxxx, Authorized Signatory of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Fifth Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • Personnel Matters 7.1 Verbal or written complaints regarding an employee made to any member of the Administration by any parent, student or other person which is to be placed in any personnel file or which may be used to evaluate or discipline an employee shall be promptly investigated. The employee shall be given prompt notice of such complaint and shall be given the opportunity to respond to the complaint. Unsubstantiated complaints shall not be placed in an employee’s file. 7.2 Each employee shall be entitled to access to his/her personnel file. This review shall take place during an agreed upon time; requests to examine the file need to be made to the Superintendent or his/her designee at least 24 hours prior and shall not be unreasonably withheld. The employee may, if he/she wishes, have a representative of the Association accompany him/her during such review. 7.3 The employee shall have the right to make a response to any material contained in his/her personnel file and such response shall be made a part of said employee’s file. Reproductions of such material may be made by hand or copying machine, if available. 7.4 No disciplinary material will be placed in an employee's personnel file without written or electronic notification to the employee. 7.5 The Board agrees to maintain, as part of its general policy manual, job descriptions for members of the bargaining unit; said policy manual to be made available to each member of the bargaining unit and any new employee. Whenever the District contemplates any changes in job description, the District will notify the Association on the planned action and convene the Job Description Team per the Memorandum of Understanding included in Exhibit 1.

  • Environmental Matters (i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

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