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Balancing Business Success and Family Succession: Navigating ‘Deemed Offer’ Provisions in Startup Shareholder Agreements

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Thando Balancing Business Success and Family Succession

By Thando Sibanda

It’s all too easy to think of startup founders as young, vigorous and touched with immortality. But the sector is full of stories of founders dying before their time. Such deaths are always tragic but can be even more so when there isn’t a clear plan in place. Without that plan, conflicts can quickly arise between the family of the deceased, investors, business partners, and other interested parties.

Often, the source of this conflict is the founder being subject to a “deemed offer” or “deemed sale” clause. This clause leads to an automatic forced sale of the deceased’s shares. When a deemed offer is in place, the deceased’s family can lose access to that person’s stake in the business, even if it’s earmarked for them in the will.

Knowing that how can founders safeguard the interests of their businesses and investors while protecting their family legacy? The answer relies on mastering the detail and being diligent in execution.

Understanding deemed offers 

A deemed offer provision stipulates that under specific predefined circumstances — generally described as ‘trigger events’ — a shareholder is ‘deemed’ to have offered their shares to the company and/or the remaining shareholders for purchase. In agreements where a deemed offer focuses on a sale to the company and the company fully or partially turns down the offer, the remaining shares are then offered to the other shareholders proportionate to their existing shareholding.

When such a clause is triggered, the venture’s other shareholders are generally given first option on the shares at a  pro rata rate in relation to their existing shareholding. In the absence of an agreed-upon price for the shares, the shares would generally be offered at their fair market value.

The offer will then need to be accepted for it to be binding on the other shareholders. If the offer is not accepted, the deemed offer would fall away, meaning that the affected shareholder (or their legacies) would have full title to the shares.

Most shareholder agreements would generally contain a list of events concerning shareholders that would trigger a deemed offer. These events generally include, but are not limited to:

  • Death

  • Shareholder disability or incapacity

  • Insolvency

  • Sequestration in the case of natural persons

  • Liquidations/business rescue/administration in the case of juristic shareholders

  • Criminal convictions, etc.

For the purposes of this article, we’ll focus on death.

From the perspective of co-founders, shareholders, and external investors, deemed offer provisions play a vital role in maintaining an efficient capital structure. This framework ensures that, among other things, significant ownership stakes are held by active contributors who play a pivotal role in the company’s ongoing growth, as opposed to passive stakeholders. By doing so, these provisions prevent the dilution of ownership concentration and safeguard the overall ownership stake of existing shareholders.

In the case of a shareholder’s death, the estate’s executor, often unfamiliar with the business, can disrupt operations and risk business continuity, especially when the deceased held a significant stake in this business. Executors generally prioritise the liquidation of a deceased estate, potentially leading to the sale of the deceased shareholder’s shares (typically to the highest bidder) to external buyers. A more favourable outcome for surviving shareholders and/or the company is having the first option on whether they wish to purchase the deceased’s shareholding or not.

Navigating the crossroads of business and personal estate legacies

While a forced sale of a deceased founder’s shares may intend to secure business interests through a seamless transfer of ownership to surviving key stakeholders, the business’s interests don’t always align with those of the deceased founder’s personal legacy.

However well-intentioned, a forced sale triggered by a founder’s passing can harm the value of the founder’s personal estate. As such, it becomes crucial for founders to equip themselves with robust financial planning knowledge, striking a balance between business pursuits and the preservation of their personal estates.

Maintaining family interests during business succession requires skillfully balancing ongoing business operations and protecting the founder’s estate. It is, therefore, of paramount importance that the terms of shareholder agreements are crafted in a manner that protects both the founder’s interests and the company’s path forward.

To achieve this balance, active and intentional discussions between founders, other stakeholders, and investors must be had.

Negotiating deemed offer provisions: practical considerations

Within these negotiations, there are a number of options that founders can explore when it comes to keeping a deemed offer clause in place while doing right by their families.

One option is to explore partial deemed offers. Here, founders can negotiate for only a portion of their shares to be available for sale when a deemed offer occurs following their death. This measured approach ensures that the founder’s estate retains a stake in the business, allowing it to share in the venture’s future prosperity.

The portion of shares subject to a forced sale can then be negotiated with the remaining stakeholders. From an investor or existing shareholder’s perspective, the real risk in agreeing to such a compromise could be if, post-sale, the deceased estate continues to hold a significant portion of the venture’s shares, complicating voting etc. If a deceased estate holds just a passive or non-controlling interest in the business, it shouldn’t be that much of a concern.

Another option is to explore non-discounted deemed offers. It is quite common in deemed offer clauses for  the remaining shareholders and the company has the first option to purchase the deceased’s shares first at a certain discount. While this can feel cold, it may be a necessary incentive for them to take advantage of the offer, simultaneously increasing their ownership and offering liquidity to the departing deceased shareholder’s estate. This approach streamlines the sale process and mitigates the need to involve new third-party buyers.

The discount generally varies from one transaction to another, depending on the influence held by the requesting shareholder (usually an investor and/or majority shareholder) and the bargaining power of other shareholders. While there is no guarantee that an investor would agree to a zero discount on a forced sale, a founding shareholder may attempt to negotiate for one or in the worst case, a reduced discount.

Needless to say, negotiating these options requires a sound understanding of the law and/or corporate transactions in general. As such, it is always recommended that founders seek the help of legal counsel to offer guidance tailored to individual circumstances.

Exploring alternative approaches

From a personal estate planning perspective, there could be other ways in which a founder can plan their affairs such that in the event of their death, there is business continuity and that the surviving shareholders are not prejudiced.

While the below does not constitute legal nor financial advice, here are some possible thoughts that could be unpacked with the help of a qualified finance or legal professional:

Buy-sell agreements

In this type of agreement, co-shareholders can take a life insurance policy to cover the lives of each other. In the unfortunate event of a co-shareholder’s passing, the life insurance pay-out can then facilitate the purchase of the deceased shareholder’s interest by the surviving co-shareholder.

Keyman insurance

Companies can opt for life insurance policies on key shareholders’ lives. In the event of an insured shareholder’s death, the insurance proceeds (generally payable to the company) can then fund the company’s repurchase of the shares held by the deceased shareholder.

The protective shield these products offer, by ensuring seamless transitions and business continuity, aligns well with the heightened responsibilities and higher stakes of more advanced startup phases. Therefore, while the cost factor might be a challenge initially, as startups grow and their financial capacity strengthens, these insurance products become strategic tools that warrant some consideration.

It pays to plan ahead

In the world of startups and visionary founders, balancing business success with family legacies requires careful planning. Deemed offer provisions in shareholder agreements play a vital role in this process. By negotiating thoughtfully and seeking expert advice, founders can chart a path that preserves both their business and personal legacies.

Thando Sibanda is the Deputy Head of Legal at Founders Factory Africa

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Preventing Financial Crimes Amid Mounting Insecurity: Why Following the Money is Now a Survival Imperative

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Preventing Financial Crimes

By Blaise Udunze

Nigeria today faces a sobering dual reality: a deepening security crisis and an entrenched financial-crime ecosystem that quietly feeds, sustains, and normalises that crisis. Across the North, Middle Belt, and parts of the South, kidnappers, bandits, insurgent cells, political actors, compromised security agents, and a complex chain of financial facilitators operate within a shadow economy of violence, one that generates billions, claims thousands of lives, and steadily erodes the authority of the state.

For over a decade, security experts and Nigeria’s international partners have warned that no meaningful progress will be made against insecurity unless the financial oxygen sustaining violence is cut off. Yet the country continues to prosecute its anti-terrorism efforts largely through military responses, as though the conflict could be resolved solely on the battlefield. What remains missing is a decisive, transparent, and politically courageous confrontation with the economic networks that make insecurity profitable.

This war is not only about guns and bullets. It is about money.

Money moves fighters.

Money buys weapons.

Money fuels political desperation.

Money underwrites chaos.

Until Nigeria addresses the financial pipelines behind its insecurity, the crisis will continue to reproduce itself.

Kidnapping: The Lucrative ‘War Fund’ Sustaining Insurgency

The rise in mass kidnappings is neither accidental nor spontaneous. It has evolved into a rational, structured, revenue-generating enterprise.

Appearing on Channels TV’s Politics Today in October 2025, Yusuf Datti Baba-Ahmed warned that insurgent and bandit groups now treat ransom payments as reliable “war funds.” The data support his claim.

A 2024 survey by the National Bureau of Statistics (NBS) found that Nigerians paid N2.2 trillion in ransom between May 2023 and April 2024. This astonishing sum does not account for unreported payments made through informal negotiators, mobile transfers, or unregulated community channels.

Kidnapping has matured into a fully formed economy with well-defined roles: negotiators, informants, logistics providers, cash couriers, and security collaborators. Proceeds are reinvested in weapons, motorcycles, communication devices, safe houses, and even land acquisitions.

In the words of a security analyst, “Every successful kidnapping is a fundraiser.”

Sabotage from Within: Keffi’s Explosive Memo and a System Built to Fail

If Nigeria’s external security threats are troubling, the internal compromises are even more alarming.

A leaked memo by Major General Mohammed Ali Keffi accused senior government and military officials of diverting billions of naira earmarked for arms procurement under former Chief of Army Staff, Lt. Gen. Tukur Buratai. Keffi’s allegations included:

–       Weapons paid for but never delivered

–       Falsified battlefield reports

–       Civilian casualties mislabelled to justify inflated expenditures

–       Political interference obstructing investigations into terror financing

His claims echoed the earlier warning by Gen. T.Y. Danjuma, who accused sections of the military of working in concert with armed groups and abandoning vulnerable communities.

Keffi’s memo became even more consequential following the 2025 detention of former Attorney General Abubakar Malami by the EFCC over allegations of money laundering, terrorism financing and suspicious financial activity linked to 46 bank accounts.

Together, these revelations paint a disturbing picture: even as Nigerians endure mass abductions, elements within the political and security elite appear to be enabling or shielding the financial networks behind the violence.

Why the Crisis Persists: A Financial Crime Lens

Nigeria’s insecurity cannot be divorced from the environment in which illicit finance thrives. Key enablers include:

  1. Informal Economies and Unregulated Cash Flows

With over 70 percent of rural transactions still cash-based, terror groups exploit:

–       Hawala networks

–       POS and mobile-money agents

–       Cattle markets and mining sites

–       Barter systems centred on livestock and grains

These channels operate beyond the reach of AML/CFT systems.

  1. Identity Fraud and Weak KYC Enforcement

–       Criminal networks routinely open accounts with:

–       Fake NINs

–       Compromised SIM cards

–       Recycled BVNs

–       Mule identities

  1. Collusion within Financial Institutions

The EFCC estimates that up to 70 percent of financial crimes involve bank personnel, primarily through:

–       Unauthorised cash withdrawals

–       Suppressed Suspicious Transaction Reports (STRs)

–       Manipulated internal alerts

  1. Weak Prosecution and Political Interference

Cases drag on for years, and many evaporate entirely before reaching court often due to political considerations.

  1. Ungoverned Spaces

Large territories across the North serve as hubs for:

–       Arms trafficking

–       Illegal mining

–       Kidnap-for-ransom camps

–       Cross-border smuggling

Public Patience Thins: NLC Moves to the Streets

Public frustration is reaching a boiling point. On December 10, the Nigeria Labour Congress (NLC) announced a nationwide protest scheduled for December 17, citing the “degenerating security situation” and the rise in mass abductions.

The NLC condemned the November 17 abduction of female students in Kebbi, noting that security personnel had been withdrawn from the school shortly before the attack. The union called the act “dastardly and criminal” and directed all affiliates and civil-society partners to fully mobilise for the protest.

This marks a significant shift. For the first time in years, Nigeria’s most influential labour body is placing insecurity at the centre of national mobilization, further underscoring the argument that the current crisis is not simply a security failure but a systemic breakdown of governance, accountability, and financial integrity.

The Financial Engine of Terror: The 23 Suspects Who Moved Billions

A Sahara Reporters investigation uncovered a network of 20 Nigerians and three foreign nationals allegedly linked to the financing of Boko Haram and ISWAP. Their transactions, running into hundreds of billions, were quietly channeled through personal and corporate accounts.

Among those named:

–       Alhaji Saidu Ahmed, Zaria businessman: N4.8bn inflows

–       Usaini Adamu, Kano trader with 111 accounts: N43bn inflows, N50bn outflows

–       Muhammad Sani Adam, forex and precious stones dealer: N54bn across 41 accounts

–       Yusuf Ghazali, a forex trader linked to UAE-convicted terrorists, operated 385 accounts

–       Ladan Ibrahim, a Sokoto official, is accused of diverting public funds

–       Foreign actors included the late Tribert Ayabatwa (N67bn inflows) and Nigerien arms dealer Aboubacar Hima, who moved over $1.19 million.

Strikingly, several of the suspects arrested in 2021 were quietly released without trial, continuing a pattern of impervious investigations and political bottlenecks.

This network confirms a painful truth: Nigeria’s insecurity is not driven solely by men wielding rifles in the bush. It is sustained by individuals in cities, businesses, and bureaucracies, people with access, influence, and remarkable financial mobility.

The Political Dimension: Irabor’s Revelation and the Unnamed Sponsors

The political undertone of Nigeria’s insecurity was reinforced by the former Chief of Defence Staff, Gen. Lucky Irabor (rtd), who admitted that politicians were among those financing terror groups. According to him, some trials were conducted “away from public consumption.”

His statement revived key questions:

–       Why is the state shielding the identities of terror sponsors?

–       Who benefits from the secrecy?

–       What political consequences are being avoided?

Security sources told TruthNigeria that Nigeria’s published list of 19 terror financiers in 2024 represented only a fraction of the full network.

Baba-Ahmed’s accusation that former Kaduna Governor Nasir El-Rufai was part of the political forces that aggravated Northern insecurity, an accusation the former governor has previously denied, adds further urgency to demands for transparency.

The Human Cost: Expanding Killing Fields

Despite repeated assurances, violence continues to spread:

–       303 students and 12 teachers abducted in Niger State

–       38 worshippers kidnapped in Kwara

–       Simultaneous raids across Plateau, Kaduna, Benue, and Niger

–       Whole communities uprooted by weekly attacks

As Amnesty International observed, “In many rural communities, only the graveyards are expanding.”

SBM Intelligence now describes large portions of the North as “open killing fields,” areas where the state’s influence has collapsed, and community vigilantes have become the default security providers.

Expert Voices: Why Nigeria Must Finally Follow the Money

Security experts converge on a single message: Nigeria cannot defeat terrorism without dismantling its financial infrastructure. Dr. Friday Agbo, a security researcher, disclosed, “Terror groups survive because their financial lifelines remain untouched.”

Jonathan Asake, analyst and former SOKAPU president, said, “Publish the full Dubai list. Without transparency, impunity will remain the norm.”

Gen. Irabor (rtd.) revealed, “There are politicians involved. The conflict is multi-layered: ideology, criminality, and political manipulation.”

These assessments underscore one reality: ideology is secondary. Money is primary. It is the oxygen of Nigeria’s terror landscape.

What Must Change

Nigeria must elevate financial crime to the level of a national-security emergency. Key reforms include:

–       Integrating BVN-NIN-SIM identity databases and upgrading real-time monitoring

–       Targeting illicit markets: illegal mining hubs, cattle markets, unregulated border posts

–       Deploying AI-driven analytics to detect layered transactions, mule networks, and ransom flows

–       Strengthening bank compliance units and protecting whistleblowers

–       Improving inter-agency intelligence sharing (EFCC, NFIU, DSS, NDLEA, Police, CBN)

–       Criminalising unexplained wealth, especially in conflict zones

–       Investing in safe-school infrastructure, rural policing, and local reporting channels

Choosing Truth Over Convenience

Nigeria’s two-front war is neither mysterious nor new. It is a well-documented, financially engineered crisis protected by silence, vested interests, and institutional decay. The NLC’s mobilisation signals a turning point; citizens are unwilling to accept official evasions while insecurity intensifies. To end this crisis, Nigeria must:

–       Expose and prosecute terror financiers

–       Purge corrupt insiders in the security system

–       Dismantle ransom economies

–       Strengthen financial intelligence

–       End political protection for criminal networks

Until these reforms are pursued with integrity, billions will continue to move, weapons will continue to flow, and Nigeria will continue to bleed.

Blaise, a journalist and PR professional, writes from Lagos, can be reached via: [email protected]

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Championing Ethical Sourcing Within Dairy Communities

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Arla Nigeria

Human Rights Day often centres on themes of dignity, equity, and freedom. Yet for many Nigerians, these rights are not debated in courtrooms they are expressed in the ability to access nutritious food, build meaningful livelihoods, and secure a healthy future for their families. Nutrition, in this sense, becomes a fundamental human right.

Despite a growing population and rising nutrition needs, Nigeria faces a pressing dairy reality. The country remains heavily dependent on dairy imports, leaving nutritional access vulnerable and local capacity underdeveloped. This is not just an economic concern; it is a human one. When families cannot easily access affordable, high-quality dairy, the foundations of health and development are weakened.

It is within this context that Arla Nigeria operates not merely as a dairy company, but as a nutrition powerhouse committed to nourishing a nation. Our ambition extends beyond selling products. We are working to build the foundations of a stronger, more resilient local dairy sector that supports food security, economic participation, and national progress.

At the heart of our efforts is the Damau Integrated Dairy Farm in Kaduna Statea fully operational modern farm designed to demonstrate what responsible, efficient, and scalable dairy production can look like in Nigeria. Arla Nigeria produces its own milk on-site, ensuring quality, safety, and consistency as we continue building the systems required for a sustainable local value chain. In fact, until our yoghurt factory launches, the reverse is true: some stakeholders purchase milk from us.

But infrastructure alone is not the story. What truly matters is the human impact surrounding the farm.

Arla Nigeria has been intentional about engaging and empowering the communities around Damau. By creating employment opportunities for local residents, providing skills development, and contributing to community growth, we are ensuring that the benefits of dairy development extend beyond production lines. This is development rooted in people where progress is measured in livelihoods improved and opportunities created.

As Arla Nigeria continues to expand operations, our long-term commitment remains clear: to contribute meaningfully to local milk sourcing and value chain development, strengthening Nigeria’s capacity to feed itself. Backward integration is not a slogan for Arla Foods; it is a structured pathway with building responsibly and sustainably. From farm systems to future household milk initiatives, the goal is to create a model that supports farmers, enhances productivity, and drives economic inclusion in the years ahead.

On Human Rights Day, the conversation often revolves around preventing harm avoiding exploitation, ensuring fair labour, and upholding ethical standards. These are essential, but they are only the beginning. True respect for human rights means creating enabling systems that allow people to thrive.

With Arla Foods, that begins with nutrition. Milk is a super food, rich in essential nutrients that support growth and development. Ensuring access to such nutrition contributes directly to national well-being and productivity. When we help secure a healthier population, we strengthen the foundation for education, economic participation, and long-term prosperity.

This is why Arla believes that dairy is not just food it is nutrition, livelihood, and progress. By investing in sustainable production, community development, and future local sourcing capabilities, Arla Nigeria is contributing to food security and economic growth in a tangible, measurable way.

Ultimately, ethical business is not defined by corporate language or labels. It is defined by the stability, nourishment, and dignity it brings to people’s lives. As Nigeria celebrates Human Rights Day, let us recognise that the right to nutrition and the opportunity to build a better future are among the most powerful rights we can help protect.

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In Praise of Nigeria’s Elite Memory Loss Clinic

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memory loss clinic Busayo Cole

By Busayo Cole

There’s an unacknowledged marvel in Nigeria, a national institution so revered and influential that its very mention invokes awe; and not a small dose of amnesia. I’m speaking, of course, about the glorious Memory Loss Clinic for the Elite, a facility where unsolved corruption cases go to receive a lifetime membership in our collective oblivion.

Take a walk down the memory lane of scandals past, and you’ll encounter a magical fog. Who remembers the details of the N2.5 billion pension fund scam? Anyone? No? Good. That’s exactly how the clinic works. Through a combination of political gymnastics, endless court adjournments, and public desensitisation, these cases are carefully wrapped in a blanket of vagueness. Brilliant, isn’t it?

The beauty of this clinic lies in its inclusivity. From the infamous Dasukigate, which popularised the phrase “arms deal” in Nigeria without actually arming anything, to the less publicised but equally mystifying NDDC palliative fund saga, the clinic accepts all cases with the same efficiency. Once enrolled, each scandal receives a standard treatment: strategic denial, temporary outrage, and finally, oblivion.

Not to be overlooked are the esteemed practitioners at this clinic: our very own politicians and public officials. Their commitment to forgetting is nothing short of Nobel-worthy. Have you noticed how effortlessly some officials transition from answering allegations one week to delivering keynote speeches on accountability the next? It’s an art form.

Then there’s the media, always ready to lend a hand. Investigative journalists dig up cases, splash them across headlines for a week or two, and then move on to the next crisis, leaving the current scandal to the skilled hands of the clinic’s erasure team. No one does closure better than us. Or rather, the lack thereof.

And let’s not forget the loyal citizens, the true heroes of this operation. We rant on social media, organise a protest or two, and then poof! Our collective short attention span is the lifeblood of the Memory Loss Clinic. Why insist on justice when you can unlook?

Take, for example, the Halliburton Scandal. In 2009, a Board of Inquiry was established under the leadership of Inspector-General of Police, Mike Okiro, to investigate allegations of a $182 million bribery scheme involving the American company Halliburton and some former Nigerian Heads of State. Despite Halliburton admitting to paying the bribes to secure a $6 billion contract for a natural gas plant, the case remains unresolved. The United States fined the companies involved, but in Nigeria, the victims of the corruption: ordinary citizens, received no compensation, and no one was brought to justice. The investigation, it seems, was yet another patient admitted to the clinic.

Or consider the Petroleum Trust Fund Probe, which unraveled in the late 1990s. Established during General Sani Abacha’s regime and managed by Major-General Muhammadu Buhari, the PTF’s operations were scrutinised when Chief Olusegun Obasanjo assumed office in 1999. The winding-down process uncovered allegations of mismanagement, dubious dealings, and a sudden, dramatic death of a key figure, Salihijo Ahmad, the head of the PTF’s sole management consultant. Despite the drama and the revelations, the case quietly faded into obscurity, leaving Nigerians with more questions than answers.

Then there is the colossal case of under-remittance of oil and gas royalties and taxes. The Federal Government, through the Special Presidential Investigatory Panel (SPIP), accused oil giants like Shell, Agip, and the NNPC of diverting billions of dollars meant for public coffers. Allegations ranged from falsified production figures to outright embezzlement. Despite detailed accusations and court proceedings, the cases were abandoned after the SPIP’s disbandment in 2019. As usual, the trail of accountability disappeared into thin air, leaving the funds unaccounted for and the public betrayed yet again.

Of course, this institution isn’t without its critics. Some stubborn Nigerians still insist on remembering. Creating spreadsheets, tracking cases, and daring to demand accountability. To these radicals, I say: why fight the tide? Embrace the convenience of selective amnesia. Life is easier when you don’t worry about where billions disappeared to or why someone’s cousin’s uncle’s housemaid’s driver has an oil block.

As World Anti-Corruption Day comes and goes, let us celebrate the true innovation of our time. While other nations are busy prosecuting offenders and recovering stolen funds, we have mastered the fine art of forgetting. Who needs convictions when you have a clinic this efficient? Oh, I almost forgot the anti-corruption day as I sent my draft to a correspondent very late. Don’t blame me, I am just a regular at the clinic.

So, here’s to Nigeria’s Memory Loss Clinic, a shining beacon of how to “move on” without actually moving forward. May it continue to thrive, because let’s face it: without it, what would we do with all these unsolved corruption cases? Demand justice? That’s asking a lot. Better to forget and focus on the next election season. Who knows? We might even re-elect a client of the clinic. Wouldn’t that be poetic?

Now, if you’ll excuse me, I have a new scandal to ignore.

Busayo Cole is a Branding and Communications Manager who transforms abstract corporate goals into actionable, sparkling messaging. It’s rumored that 90% of his strategic clarity is powered by triple-shot espresso, and the remaining 10% is sheer panic. He can be reached via busayo@busayocole.com. 

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