Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offering.

Appears in 5 contracts

Samples: Registration Rights Agreement (Tullys Coffee Corp), Registration Rights Agreement (Tullys Coffee Corp), Registration Rights Agreement (Tullys Coffee Corp)

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Registration on Form S-3. (a) After its initial public offering, the Company shall use its best commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, each of the Major Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration (i) unless if the Major Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000l0,000,000, or (ii) in the event that circumstances described in clauses (A) and (C) of Section 1.2(a); (iii) if the Company shall furnish the certification described in paragraph 1.2(a)(ii)(CSection 1.2(b) (but subject to the limitations set forth therein), or (iiiiv) if, in a given twelve-twelve month period, the Company has effected one two (12) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringregistrations.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Restoration Robotics Inc), Investors’ Rights Agreement (Restoration Robotics Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s 's initial public offering.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tullys Coffee Corp), Corporation Registration Rights Agreement (Tullys Coffee Corp)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than One Million Dollars ($1,000,000), or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), Section 1.2(b) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offering.has

Appears in 2 contracts

Samples: Rights Agreement (Nvidia Corp/Ca), Investors' Rights Agreement (Nvidia Corp/Ca)

Registration on Form S-3. (a) After its initial public offeringthe Initial Offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(a)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, after the Company has effected one (1) such registration in any such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringperiod.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Combichem Inc), Investors' Rights Agreement (Combichem Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), para graph 1.2(c) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in any such period period, or (iv) it is it to be effected more than five four (54) years after the Company’s initial public offeringa Qualified Public Offering.

Appears in 1 contract

Samples: Investors' Rights Agreement (PeopleSupport, Inc.)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration in any such period or (iv) it is it to be effected more than five seven (57) years after the Company’s initial public offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Meru Networks Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than One Million Dollars ($1,000,000), or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), Section 1.2(b) (but subject to the limitations set forth therein) or (iii) in a given twelve-month twelve (12)-month period, after the Company has effected one two (12) such registration registrations in any such period or (iv) it is it to be effected more than five (5) years after the Company’s 's initial public offering.

Appears in 1 contract

Samples: Investors' Rights Agreement (Overland Data Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.3(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration registrations in any such period period, or (iv) it is it to be effected more than five four (54) years after the Company’s 's initial public offering.

Appears in 1 contract

Samples: Rights Agreement (Magma Design Automation Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 under the Securities Act or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration registration: (i) unless if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or 750,000 (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C1.3(b) (but subject to the limitations set forth therein), or ; (iii) if in a given twelveany rolling 12-month period, the Company has effected one (1) such registration in such period period; or (iv) it is it be effected more within 180 days of the effective date of any other Company registration (other than five (5) years after the Company’s initial public offeringon Form S-8 or Form S-3 with respect to employees' stock).

Appears in 1 contract

Samples: Registration Rights Agreement (Paradigm Genetics Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions pro­vi­sions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 S–3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.3(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration registrations in any such period period, or (iv) it is it to be effected more than five four (54) years after the Company’s initial public offering.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Magma Design Automation Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations up to an aggregate of four registrations, but no more than two in any twelve (12) month period, each on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that -------- ------- the Company shall not be obligated to effect any such registration (i) unless if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) if it is it to be effected more than five (5) years after the Company’s 's initial public offering.

Appears in 1 contract

Samples: Investors' Rights Agreement (Applied Science Fiction Inc)

Registration on Form S-3. (a) After closing its initial public offeringInitial Public Offering, the Company shall use its best efforts to qualify for registration on the use of Form S-3 to register its shares or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3S-3 to register its shares, in addition to the rights contained in the foregoing provisions of this Section 12, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in Holders requesting such registration, registration propose to sell Registrable Securities and such other securities (if any) on Form S-3 in the registration at an aggregate price to the public of at least less than $1,000,0002,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), Section 2.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is it to be effected more than five three (53) years after the Company’s initial public Initial Public Offering or (v) in any particular jurisdiction in which the Company would be required to do business or execute a general consent to service of process in effecting such registration, qualification or compliance or (vi) Form S-3 is not available for such offering.

Appears in 1 contract

Samples: ' Rights Agreement (Medibuy Com Inc)

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Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in any such period or (iv) it is it to be effected more than five (5) years after the Company’s initial public offering.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Sirf Technology Holdings Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration registrations in any such period or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringperiod.

Appears in 1 contract

Samples: Investor Rights Agreement (Webex Inc)

Registration on Form S-3. (ai) After its initial public offering, the Company The Corporation shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company Corporation has qualified for the use of the Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1Paragraph 8, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company Corporation shall not be obligated to effect any such registration if (iA) unless the Holders, together with the holders of any other securities of the Company Corporation entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (iiB) in the event that the Company Corporation shall furnish the certification described in paragraph 1.2(a)(ii)(C), Paragraph 8(b)(i)(B) (but subject to the limitations set forth therein) or (iiiC) in a given twelve-month period, the Company Corporation has effected one (1) such registration in such period or (ivD) it is it to be effected more than five (5) years after the Company’s initial public offeringdate of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Globenet International I Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3S- 3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in any such period or (iv) it is it to be effected more than five (5) years after the Company’s 's initial public offering.

Appears in 1 contract

Samples: Investors' Rights Agreement (Sirf Technology Inc)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 12, the any Holders of Registrable Securities shall have the right to request registrations on Form S-3 or any similar short form registration (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if: (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or 5,000,000; (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), or (iii) in a given twelve-twelve (12) month period, after the Company has effected one (1) such registration in any such period pursuant to this Section 2.3(a); (iii) the registration is in any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process to effect such registration; or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringCompany has effectuated five such registrations.

Appears in 1 contract

Samples: Investors’ Rights Agreement (CVRx, Inc.)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000500,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(a)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration in registrations pursuant to this Section 1.5(a) and such period registrations have been ordered or (iv) it is it be effected more than five (5) years after the Company’s initial public offeringdeclared effective.

Appears in 1 contract

Samples: Investors' Rights Agreement (Calico Commerce Inc/)

Registration on Form S-3. (a) After its initial public offering, the Company shall use its best efforts to qualify and remain qualified for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holders Holder or Holders); , provided, however, that the Company shall not be obligated to effect any such registration if (i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of at least less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in paragraph 1.2(a)(ii)(C), 1.2(b)(ii) hereof (but subject to the limitations set forth therein) or (iii) in a given twelve-twelve (12) month period, after the Company has effected one two (12) such registration registrations in any such period or (iv) it is it to be effected more than five (5) years after the Company’s initial public offeringQualifying Public Offering.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Atheros Communications Inc)

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