Common use of No Claim Regarding Stock Ownership or Sale Proceeds Clause in Contracts

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Aduddell Industries Inc), Stock Purchase Agreement (Tower Tech Holdings Inc.), Stock Purchase Agreement (Allis Chalmers Energy Inc.)

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No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 7 contracts

Samples: Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (Hemacare Corp /Ca/), Stock Purchase Agreement (Wireless Ronin Technologies Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Aduddell Industries Inc), Stock Purchase Agreement (NF Energy Saving Corp), Stock Purchase Agreement (BOQI International Medical, Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock Stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 5 contracts

Samples: Stock Purchase Agreement (International Microcomputer Software Inc /Ca/), Stock Purchase Agreement (Smith Micro Software Inc), Stock Purchase Agreement (Aladdin Systems Holdings Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of in the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 5 contracts

Samples: Stock Purchase Agreement (China Liberal Education Holdings LTD), Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, the Company or any of the CompanySubsidiary, or (b) is entitled to all or any portion of the Purchase Price payable for the Sharesmerger consideration.

Appears in 5 contracts

Samples: Agreement and Plan (Transit Group Inc), Agreement (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, in any of the Acquired Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 4 contracts

Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 3 contracts

Samples: Confidential Stock Purchase Agreement (Crocs, Inc.), Stock Purchase Agreement (Morton Industrial Group Inc), Stock Purchase Agreement (Morton Industrial Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable Merger consideration provided for the Sharesherein.

Appears in 3 contracts

Samples: Agreement and Plan (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan (Transit Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dreams Inc), Stock Purchase Agreement (Vdi Media)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person who is not a Seller any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable Buyer Shares being issued in exchange for the Company’s Shares.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Serefex Corp), Stock Exchange Agreement (Serefex Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 2 contracts

Samples: Version Stock Purchase Agreement (Lecg Corp), Stock Purchase Agreement (Ansoft Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyShares, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Firearms Training Systems Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock Stock of, or any other voting, equity, or ownership interest in, any of the CompanyWHL, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Microcomputer Software Inc /Ca/)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesInterests.

Appears in 1 contract

Samples: Equity Purchase Agreement (Polymedica Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person (other than the Sellers) any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Parcel Service Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person (other than the Seller or their successors in interest) any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Companyin HoldCo, or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Holdco Stock Purchase Agreement (Scientific Technologies Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.beneficial

Appears in 1 contract

Samples: Stock Purchase Agreement (Morton Industrial Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for all of the SharesStock.

Appears in 1 contract

Samples: Original Purchase Agreement (Tradestar Services, Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyShares, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gulf United Energy, Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person (other than Sellers with respect to the Shares) any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Acquired Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Qad Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, the Shares or any stock of, or any other voting, equity, or ownership interest in, any of the CompanyXxxx, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cardiotech International Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim (other than claims which, if adversely determined, would not result in any liability to or obligation of Parent or the Surviving Corporation) asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any portion of the Purchase Price Merger Consideration payable for the Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Andal Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (ac) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (bd) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Masada Security Holdings Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock ofor membership interest, or any other voting, equity, or ownership interest in, any of the Companyin Coventry or BSD, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesBSD Consideration.

Appears in 1 contract

Samples: Exchange Agreement (Coventry Industries Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not --------------------------------------------------- have been made or Threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, Company or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infocure Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person (other than Sellers) any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: 11 Stock Purchase Agreement (Master Graphics Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyCompany , or (b) is entitled to all or any portion of the Purchase Price payable for the Sharesstock purchase consideration.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transit Group Inc)

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No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Encore Bancshares Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any share capital or stock of, or any other voting, equityvoting rights, or other ownership interest in, the Company or any of the CompanySubsidiaries, or (b) is entitled to all or any portion of the Nordstrom Stock or the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Share Purchase and Contribution Agreement (Nordstrom Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person or entity any claim asserting that such Person person or entity (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nortek Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim Claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of Com-Net or the CompanyProperty, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sba Communications Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must shall not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of in the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Company Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lineo Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyRHL, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Natural Alternatives International Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standex International Corp/De/)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Companyin DigiCourse, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesMerger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Input Output Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyCML, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPurchase Assets.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Wpi Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person (other than the Sellers or their successors in interest) any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not No Person will have been made or Threatened by any Person threatened any claim asserting that such Person (a) is may be the holder or the beneficial owner of, or has may have the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any securities of the CompanyCompanies, or (b) is may be entitled to all or any portion of the Purchase Price payable for the Sharesconsideration set forth in Section 1.2.

Appears in 1 contract

Samples: Exchange Agreement (Zindart LTD)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, MFSC or any of the Companyits Subsidiaries, or (b) is entitled to all or any portion of the Purchase Price Merger Consideration payable for the SharesMFSC Non-Voting Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corporate Staffing Resources Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any substantial, credible claim against Buyer or Sellers asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, of any stock of, or any other voting, equity, or ownership interest in, any of the CompanyShares, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Phi Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the record holder or the beneficial owner of, or has the right to acquire or to obtain record or beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price Consideration payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perry-Judds Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Reynard Motorsport Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any material amount of stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any material portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quiksilver Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Management Network Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim (which in the opinion of counsel for Buyer has a possibility of success) asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Register Co)

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