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Investor Agreement
Investor Agreement (83K)
Doc #400428: Click preview link for longer preview.
INVESTOR AGREEMENT
INVESTOR AGREEMENT, dated as of July 11, 2002 (this "Agreement"), between Philips Business Electronics International B.V., a company incorporated under the laws of the Netherlands (the "Stockholder"), Veeco Instruments Inc., a Delaware corporation (the "Company") and FEI Company, an Oregon corporation ("Florence"), solely with respect to Section 2.03(c).
WHEREAS, as of the date of this Agreement, the Stockholder is the Beneficial Owner of 8,264,821 shares (the "Stockholder Florence Shares") of Common Stock, no par value (the "Florence Stock"), of Florence; and
WHEREAS, the Company, Venice Acquisition Corp., an Oregon corporation ("Acquisition"), and Florence have entered into an Agreement and Plan of Merger, dated as of July 11, 2002 (the "Merger Agreement"), which provides that, on the terms and subject to the conditions set forth therein, Acquisition shall be merged with and into Florence (the "Merger"), and each share of Florence Stock will be converted into the right to receive shares of common stock, $0.01 par value per share, of the Company (the "Company Common Stock"); and
WHEREAS, the Stockholder and the Company have entered into the Voting Agreement, dated as of July 11, 2002 (the "Voting Agreement") and the Amendment Agreement, dated the date hereof (the "Amendment Agreement"); and
WHEREAS, the Stockholder and the Company each desire to make certain covenants and agreements concerning, among other things, the registration from time to time of Stockholder Company Shares (as herein defined) under the Securities Act (as herein defined).
NOW, THEREFORE, in consideration of the Stockholder's execution and delivery to the Company of the Voting Agreement and the Amendment Agreement and in consideration of the mutual covenants and agreements contained herein, the Stockholder and the Company agree as follows:
ARTICLE I
Definitions and Construction
1.01 As used in this Agreement, the following terms have the respective meanings ascribed to them in this Section.
(a) "Affiliate," with respect to any particular Person (as defined below), means any other Person which directly or indirectly through one or more intermediaries controls or is controlled by or is under direct or indirect common control
{PAGE}
with such Person; provided, however, that for purposes of Article IV of this Agreement, the Stockholder and its Affiliates, on the one hand, and the Company and its Affiliates, on the other, shall not be deemed to be "Affiliates" of one another.
(b) "Base Securities" means the Initial Shares, collectively with the Option Shares and any other shares of Company Common Stock of which the Stockholder or any of its Affiliates at any time becomes the beneficial owner.
(c) "beneficial owner" has the meaning set forth in Rule 13d-3 under the Securities Act and the Commission's interpretive guidance issued in connection therewith; and each of "beneficially own," "beneficially owned" and "beneficial ownership" has a meaning correlative to the foregoing.
(d) "Board Approval" means the affirmative vote of a majority of the Disinterested Directors of the Company or a unanimous written consent of the Board of Directors of the Company duly obtained in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws and applicable law.
(e) "Change in Control of the Company" means any of the following: (i) a merger, consolidation or other business combination or transaction to which the Company is a party if the stockholders of the Company immediately prior to the effective date of such merger, consolidation or other business combination or transaction, as a result of such share ownership, have beneficial ownership of voting securities representing less than 50% of the Total Current Voting Power of the surviving entity following such merger, consolidation or other business combination or transaction; (ii) an acquisition by any person, entity or 13D Group (other than the Stockholder, or its Affiliates, or any 13D Group of which the Stockholder or its Affiliates is a member) of direct or indirect beneficial ownership of Voting Stock of the Company representing 50% or more of the Total Current Voting Power of the Company; (iii) a sale of all or substantially all of the assets of the Company; (iv) a liquidation or dissolution of the Company; (v) the institution of any proceeding by or against the Company under the provisions of any insolvency or bankruptcy law, which is not dismissed within 90 days, the appointment of a receiver of a material portion of the assets or property of the Company or the issuance of an order for an execution on a material portion of the property of the Company pursuant to a judgment that is not dismissed within 90 days; or (vi) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in the preceding clauses)) cease for any reason to constitute a majority of the Board of Directors of the Company then in office.
-2-
{PAGE}
(f) "Commission" means the United States Securities and Exchange Commission, or any other United States federal agency at the time administering the Securities Act or the Exchange Act, as applicable, whichever is the relevant statute.
(g) "control," when used with respect to any particular Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
(h) "Disinterested Director" means a member of the Board of Directors of the Company who is not (i) an employee, former employee or consultant of the Stockholder or any of its Affiliates; (ii) a member of the Board of Directors of the Stockholder or any of its Affiliates; or (iii) the holder of more than five percent of the voting stock of the Stockholder or any of its Affiliates.
(i) "Effective Time" has the meaning specified in the Merger Agreement.
(j) "Exchange Act" means the United States Securities Exchange Act of 1934, as it may be amended from time to time, and the rules and regulations from time to time promulgated thereunder.
(k) "Florence Stock Options" means, collectively, (i) all options to purchase Florence Stock that were outstanding on February 21, 1997 and exercised subsequent to September 30, 2000 (collectively, the "1997 Options"), (ii) all options to purchase Florence Stock that were granted on September 18, 1998 in replacement of stock options outstanding on February 21, 1997, and still outstanding on September 30, 2000 (collectively, the "1998 Options"), and (iii) all options to purchase Florence Stock that have been or shall be granted in replacement of, in exchange for or in substitution for the 1997 Options or the 1998 Options.
(l) "Initial Shares" means the total number of shares of Company Common Stock issued to the Stockholder upon conversion of the Stockholder Florence Shares.
(m) "KPENV Entities" means, collectively, Koninklijke Philips
400428
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Koninklijke
As referenced in this Investor Agreement:
Koninklijke Philips
Electronics – Options.
(l) "Initial Shares" means the total number of shares of Company Common
Stock issued to the Stockholder upon conversion of the Stockholder Florence
Shares.
(m) "KPENV Entities" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.
(n) "Minimum Number" means a number of Stockholder Company _____________
Koninklijke Philips Electronics – conversion of the Stockholder Florence
Shares.
(m) "KPENV Entities" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.
(n) "Minimum Number" means a number of Stockholder Company Shares equal
to the quotient of (i) the Initial Shares divided by (ii) three.
(o) "Nasdaq" means the Nasdaq _____________
Koninklijke Philips
Electronics – hereby amended, effective as of the Effective
Time, to delete Sections 2.1 and 5.18 therefrom. The Agreement, effective as of
December 31, 2000, among Florence, the Stockholder and Koninklijke Philips
Electronics N.V. is hereby amended, effective as of the Effective Time, to
delete Section 4 therefrom.
(d) This Section 2.03 shall not entitle the Stockholder to purchase a
number _____________
dt 1330960
;
Veeco
As referenced in this Investor Agreement:
Veeco Instruments Inc. – INVESTOR AGREEMENT
INVESTOR AGREEMENT, dated as of July 11, 2002 (this "Agreement"),
between Philips Business Electronics International B.V., a company incorporated
under the laws of the Netherlands (the "Stockholder"), Veeco Instruments Inc. , a
Delaware corporation (the "Company") and FEI Company, an Oregon corporation
("Florence"), solely with respect to Section 2.03(c).
WHEREAS, as of the date of this Agreement, the _____________
Veeco Instruments Inc. – such other
address as may be designated in writing hereafter, in the same manner, by such
Person:
(a) if to the Company, addressed as follows:
Gregory A. Robbins
c/o Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
Telephone: (516) 677-0200
Telecopier: (516) 677-9125
with a copy to:
Rory A. Greiss
c/o Kaye Scholer LLP
425 Park _____________
VEECO INSTRUMENTS INC. – J.C. LOBBEZOO
---------------------------------------------------------
Name: J.C. Lobbezoo
Title: Member Management Board
By: /s/ A.P.M. VAN DER POEL
---------------------------------------------------------
Name: A.P.M. van der Poel
Title: Member Management Board
VEECO INSTRUMENTS INC.
By: /s/ EDWARD H. BRAUN
---------------------------------------------------------
Name: Edward H. Braun
Title: Chairman, Chief Executive Officer and President
FEI COMPANY
By: /s/ VAHE A. SARKASSIAN
---------------------------------------------------------
Name: Vahe A. Sarkissian
Title: President _____________
dt 1308512
;
|
Nasdaq Stock Market Inc.
As referenced in this Investor Agreement:
Nasdaq Stock Market, Inc – Electronics N.V.
(n) "Minimum Number" means a number of Stockholder Company Shares equal
to the quotient of (i) the Initial Shares divided by (ii) three.
(o) "Nasdaq" means the Nasdaq Stock Market, Inc .
(p) "Option Shares" means securities issuable pursuant to Section 2.03.
-3-
{PAGE}
(q) "Person" means any corporation, association, partnership,
organization, group (as such term is used in Rule _____________
dt 1009296
;
Kaye Scholer
As referenced in this Investor Agreement:
Kaye Scholer – Robbins
c/o Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
Telephone: (516) 677-0200
Telecopier: (516) 677-9125
with a copy to:
Rory A. Greiss
c/o Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
Telephone: (212) 836-8261
Telecopier: (212) 836-7152
(b) if to Florence, addressed as follows:
Bradley J. Thies
c/o _____________
dt 1002379
;
More... |
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Investor Agreement
Investor Agreement (83K)
Doc #1124495: Click preview link for longer preview.
INVESTOR AGREEMENT
INVESTOR AGREEMENT, dated as of July 11, 2002 (this "AGREEMENT"),
between Philips Business Electronics International B.V., a company incorporated
under the laws of the Netherlands (the "STOCKHOLDER"), Veeco Instruments Inc., a
Delaware corporation (the "COMPANY") and FEI Company, an Oregon corporation
("FLORENCE"), solely with respect to Section 2.03(c).
WHEREAS, as of the date of this Agreement, the Stockholder is the
Beneficial Owner of 8,264,821 shares (the " . . .
1124495
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Koninklijke
As referenced in this Investor Agreement:
Koninklijke Philips
Electronics – Options.
(l) "INITIAL SHARES" means the total number of shares of Company
Common Stock issued to the Stockholder upon conversion of the Stockholder
Florence Shares.
(m) "KPENV ENTITIES" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.
(n) "MINIMUM NUMBER" means a number of Stockholder Company _____________
Koninklijke Philips Electronics – conversion of the Stockholder
Florence Shares.
(m) "KPENV ENTITIES" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.
(n) "MINIMUM NUMBER" means a number of Stockholder Company Shares
equal to the quotient of (i) the Initial Shares DIVIDED BY (ii) three.
(o) "NASDAQ" means the Nasdaq _____________
Koninklijke Philips
Electronics – hereby amended, effective as of the Effective
Time, to delete Sections 2.1 and 5.18 therefrom. The Agreement, effective as of
December 31, 2000, among Florence, the Stockholder and Koninklijke Philips
Electronics N.V. is hereby amended, effective as of the Effective Time, to
delete Section 4 therefrom.
(d) This Section 2.03 shall not entitle the Stockholder to purchase
a number _____________
dt 1331002
;
Veeco
As referenced in this Investor Agreement:
Veeco Instruments Inc. – INVESTOR AGREEMENT
INVESTOR AGREEMENT, dated as of July 11, 2002 (this "AGREEMENT"),
between Philips Business Electronics International B.V., a company incorporated
under the laws of the Netherlands (the "STOCKHOLDER"), Veeco Instruments Inc. , a
Delaware corporation (the "COMPANY") and FEI Company, an Oregon corporation
("FLORENCE"), solely with respect to Section 2.03(c).
WHEREAS, as of the date of this Agreement, the _____________
Veeco Instruments Inc. – such other address as may be designated in writing hereafter, in the
same manner, by such Person:
(a) if to the Company, addressed as follows:
Gregory A. Robbins
c/o Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
Telephone: (516) 677-0200
Telecopier: (516) 677-9125
with a copy to:
Rory A. Greiss
c/o Kaye Scholer LLP
425 Park _____________
VEECO INSTRUMENTS INC. – J.C. Lobbezoo
--------------------------------------------------------------
Name: J.C. Lobbezoo
Title: Member Management Board
By: /s/ A.P.M. van der Poel
--------------------------------------------------------------
Name: A.P.M. van der Poel
Title: Member Management Board
VEECO INSTRUMENTS INC.
By: /s/ Edward H. Braun
--------------------------------------------------------------
Name: Edward H. Braun
Title: Chairman, Chief Executive Officer and President
FEI COMPANY
By: /s/ Vahe A. Sarkissian
-------------------------------------------------------------
Name: Vahe A. Sarkissian
Title: President _____________
dt 1466175
;
|
Nasdaq Stock Market Inc.
As referenced in this Investor Agreement:
Nasdaq Stock Market, Inc – Electronics N.V.
(n) "MINIMUM NUMBER" means a number of Stockholder Company Shares
equal to the quotient of (i) the Initial Shares DIVIDED BY (ii) three.
(o) "NASDAQ" means the Nasdaq Stock Market, Inc .
(p) "OPTION SHARES" means securities issuable pursuant to
Section 2.03.
-3-
<Page>
(q) "PERSON" means any corporation, association, partnership,
organization, group (as such term is used _____________
dt 1499483
;
Kaye Scholer
As referenced in this Investor Agreement:
Kaye Scholer – Robbins
c/o Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
Telephone: (516) 677-0200
Telecopier: (516) 677-9125
with a copy to:
Rory A. Greiss
c/o Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
Telephone: (212) 836-8261
Telecopier: (212) 836-7152
(b) if to Florence, addressed as follows:
Bradley J. Thies
c/o _____________
dt 1421724
;
WSGR
As referenced in this Investor Agreement:
Wilson Sonsini – 7425 N.W. Evergreen Parkway
Hillsboro, Oregon 97124-5830
-23-
<Page>
Telephone: (503) 640-7500
Telecopier: (503) 640-7509
with a copy to:
Larry W. Sonsini
c/o Wilson Sonsini Goodrich & Rosati, Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
Telecopier: (650) 493-6811
(c) if to the Stockholder, addressed as follows:
_____________
dt 1324833
|
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Full Doc
 | 2002 |
Investor Agreement
Investor Agreement (83K)
Doc #1127063: Click preview link for longer preview.
INVESTOR AGREEMENT
INVESTOR AGREEMENT, dated as of July 11, 2002 (this "AGREEMENT"),
between Philips Business Electronics International B.V., a company incorporated
under the laws of the Netherlands (the "STOCKHOLDER"), Veeco Instruments Inc., a
Delaware corporation (the "COMPANY") and FEI Company, an Oregon corporation
("FLORENCE"), solely with respect to Section 2.03(c).
WHEREAS, as of the date of this Agreement, the Stockholder is the
Beneficial Owner of 8,264,821 shares (the " . . .
1127063
|
Koninklijke
As referenced in this Investor Agreement:
Koninklijke Philips
Electronics – Options.
(l) "INITIAL SHARES" means the total number of shares of Company
Common Stock issued to the Stockholder upon conversion of the Stockholder
Florence Shares.
(m) "KPENV ENTITIES" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.
(n) "MINIMUM NUMBER" means a number of Stockholder Company _____________
Koninklijke Philips Electronics – conversion of the Stockholder
Florence Shares.
(m) "KPENV ENTITIES" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.
(n) "MINIMUM NUMBER" means a number of Stockholder Company Shares
equal to the quotient of (i) the Initial Shares DIVIDED BY (ii) three.
(o) "NASDAQ" means the Nasdaq _____________
Koninklijke Philips
Electronics – hereby amended, effective as of the Effective
Time, to delete Sections 2.1 and 5.18 therefrom. The Agreement, effective as of
December 31, 2000, among Florence, the Stockholder and Koninklijke Philips
Electronics N.V. is hereby amended, effective as of the Effective Time, to
delete Section 4 therefrom.
(d) This Section 2.03 shall not entitle the Stockholder to purchase
a number _____________
dt 1331004
;
Veeco
As referenced in this Investor Agreement:
Veeco Instruments Inc. – INVESTOR AGREEMENT
INVESTOR AGREEMENT, dated as of July 11, 2002 (this "AGREEMENT"),
between Philips Business Electronics International B.V., a company incorporated
under the laws of the Netherlands (the "STOCKHOLDER"), Veeco Instruments Inc. , a
Delaware corporation (the "COMPANY") and FEI Company, an Oregon corporation
("FLORENCE"), solely with respect to Section 2.03(c).
WHEREAS, as of the date of this Agreement, the _____________
Veeco Instruments Inc. – such other address as may be designated in writing hereafter, in the
same manner, by such Person:
(a) if to the Company, addressed as follows:
Gregory A. Robbins
c/o Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
Telephone: (516) 677-0200
Telecopier: (516) 677-9125
with a copy to:
Rory A. Greiss
c/o Kaye Scholer LLP
425 Park _____________
VEECO INSTRUMENTS INC. – J.C. Lobbezoo
--------------------------------------------------------------
Name: J.C. Lobbezoo
Title: Member Management Board
By: /s/ A.P.M. van der Poel
--------------------------------------------------------------
Name: A.P.M. van der Poel
Title: Member Management Board
VEECO INSTRUMENTS INC.
By: /s/ Edward H. Braun
--------------------------------------------------------------
Name: Edward H. Braun
Title: Chairman, Chief Executive Officer and President
FEI COMPANY
By: /s/ Vahe A. Sarkissian
-------------------------------------------------------------
Name: Vahe A. Sarkissian
Title: President _____________
dt 1466180
;
|
Nasdaq Stock Market Inc.
As referenced in this Investor Agreement:
Nasdaq Stock Market, Inc – Electronics N.V.
(n) "MINIMUM NUMBER" means a number of Stockholder Company Shares
equal to the quotient of (i) the Initial Shares DIVIDED BY (ii) three.
(o) "NASDAQ" means the Nasdaq Stock Market, Inc .
(p) "OPTION SHARES" means securities issuable pursuant to
Section 2.03.
-3-
<Page>
(q) "PERSON" means any corporation, association, partnership,
organization, group (as such term is used _____________
dt 1499484
;
More... |
| Preview
Full Doc
 | 2002 |
Investor Agreement
Investor Agreement (84K)
Doc #1127094: Click preview link for longer preview.
INVESTOR AGREEMENT
INVESTOR AGREEMENT, dated as of July 11, 2002 (this "Agreement"),
between Philips Business Electronics International B.V., a company incorporated
under the laws of the Netherlands (the "Stockholder"), Veeco Instruments Inc., a
Delaware corporation (the "Company") and FEI Company, an Oregon corporation
("Florence"), solely with respect to Section 2.03(c).
WHEREAS, as of the date of this Agreement, the Stockholder is the
Beneficial Owner of 8,264,821 shares (the " . . .
1127094
|
Koninklijke
As referenced in this Investor Agreement:
Koninklijke Philips
Electronics – Options.
(l) "Initial Shares" means the total number of shares of Company Common
Stock issued to the Stockholder upon conversion of the Stockholder Florence
Shares.
(m) "KPENV Entities" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.
(n) "Minimum Number" means a number of Stockholder Company _____________
Koninklijke Philips Electronics – conversion of the Stockholder Florence
Shares.
(m) "KPENV Entities" means, collectively, Koninklijke Philips
Electronics N.V., a company incorporated under the laws of the Netherlands, and
each entity controlled by Koninklijke Philips Electronics N.V.
(n) "Minimum Number" means a number of Stockholder Company Shares equal
to the quotient of (i) the Initial Shares divided by (ii) three.
(o) "Nasdaq" means the Nasdaq _____________
Koninklijke Philips
Electronics – hereby amended, effective as of the Effective
Time, to delete Sections 2.1 and 5.18 therefrom. The Agreement, effective as of
December 31, 2000, among Florence, the Stockholder and Koninklijke Philips
Electronics N.V. is hereby amended, effective as of the Effective Time, to
delete Section 4 therefrom.
(d) This Section 2.03 shall not entitle the Stockholder to purchase a
number _____________
dt 1331005
;
Veeco
As referenced in this Investor Agreement:
Veeco Instruments Inc. – INVESTOR AGREEMENT
INVESTOR AGREEMENT, dated as of July 11, 2002 (this "Agreement"),
between Philips Business Electronics International B.V., a company incorporated
under the laws of the Netherlands (the "Stockholder"), Veeco Instruments Inc. , a
Delaware corporation (the "Company") and FEI Company, an Oregon corporation
("Florence"), solely with respect to Section 2.03(c).
WHEREAS, as of the date of this Agreement, the _____________
Veeco Instruments Inc. – such other
address as may be designated in writing hereafter, in the same manner, by such
Person:
(a) if to the Company, addressed as follows:
Gregory A. Robbins
c/o Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
Telephone: (516) 677-0200
Telecopier: (516) 677-9125
with a copy to:
Rory A. Greiss
c/o Kaye Scholer LLP
425 Park _____________
VEECO INSTRUMENTS INC. – J.C. LOBBEZOO
---------------------------------------------------------
Name: J.C. Lobbezoo
Title: Member Management Board
By: /s/ A.P.M. VAN DER POEL
---------------------------------------------------------
Name: A.P.M. van der Poel
Title: Member Management Board
VEECO INSTRUMENTS INC.
By: /s/ EDWARD H. BRAUN
---------------------------------------------------------
Name: Edward H. Braun
Title: Chairman, Chief Executive Officer and President
FEI COMPANY
By: /s/ VAHE A. SARKASSIAN
---------------------------------------------------------
Name: Vahe A. Sarkissian
Title: President _____________
dt 1466181
;
|
Nasdaq Stock Market Inc.
As referenced in this Investor Agreement:
Nasdaq Stock Market, Inc – Electronics N.V.
(n) "Minimum Number" means a number of Stockholder Company Shares equal
to the quotient of (i) the Initial Shares divided by (ii) three.
(o) "Nasdaq" means the Nasdaq Stock Market, Inc .
(p) "Option Shares" means securities issuable pursuant to Section 2.03.
-3-
<PAGE>
(q) "Person" means any corporation, association, partnership,
organization, group (as such term is used _____________
dt 1499485
;
More... |