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Corporate Law c.7 Flashcards

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13103364085Joint VentureA partnership formed to carry out a single enterprise rather than an ongoing business. Short-term partnership.0
13103374242Similarities in partnerships and joint venturesAgreement, no state formalities to form, share profits and losses, unlimited personal and joint several liability for debts and obligations, shared right to manage, partnership for tax purposes.1
13103383392Strategic AllienceA form of collaborative business relationship in which the participants remain independent organizations.2
13103387165Mining PartnershipsPartnerships organized to develop mining property. Partners actually engage in working the mine, arises from ownership interest, partners own property including mineral interest, may convey interest without dissolving interest, decisions made by majority rule, partners owe fiduciary duties to each other, taxes as partnership3
13103405405Joint Stock CompaniesUnincorporated associations combining least appealing features of partnerships and corporations; rarely encountered in the United States. Developed in England.4
13103413395Articles of AssociationThe agreement governing operation of a joint stock association.5
13103415248Business TrustsAn unincorporated association governed by the law of trusts in which trustees manage the business for others, called beneficiaries.6
13103420674TrusteeOne of whom property or a business in entrusted to manage it for others.7
13103422245BeneficiaryOne for whose benefit property or a business is managed.8
13103423414Statutory TrustA trust governed by state statute.9
13103424687Common Law TustA trust recognized and governed by case law.10
13103428633Real Estate Investment Trust (REIT)Business that invests in real estate on behalf of numerous investors who have limited liability for the business debts.11
13103430672Types of REITsEquity (own and operate income-producing real estate) Mortgage (don't own real estate but make loans) Hybrid (hold and invest both mortgage and real estate assets)12
13103441009Cooperative AssociationsA business owner and democratically controlled by its members for their mutual benefit.13
13103452302CooperativesBusinesses governed on the principle of one member, one vote. Owned and operated by the people working there (worker), people buying the co-op's goods or services (consumer), people collaborating to process and market their products (producer), groups uniting to enhance purchasing power (purchasing)14
13103474928Cooperatives help their local community because:provide quality goods/services to areas that have been shunned by traditional businesses, invest in local communities, members are local residents so profits circulate in community, builds social networks and strengthens social cohesion, help small business remain competitive, create empowering jobs for community members.15

AP English Language Vocab Flashcards

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16085175781Metaphoran implied comparison between two things that, on the surface, seem dissimilar but that, upon further examination, share common characteristics.0
16085259301Similemakes a visual comparison1
16085252403Implied Metaphorcontinues a metaphor by implying the consequences.2
16085200056SynecdocheA part of something is used to refer to the whole.3
16085203661MetonymyAn entity is referred to by one of its attributes.4
16085214341PersonificationInanimate objects are given human characteristics.5
16085219449PeriphrasisA descriptive word or phrase is used to refer to a proper name.6
16085309735PunA word that suggests two of its meanings or the meaning of a homonym.7
16085221809AnthimeriaOne part of speech, usually a verb, substitutes for another, usually a noun.8
16085228196OnomatopoeiaSounds of the words used are related to their meaning.9
16085230632HyperboleThe trope of overstatement.10
16085331022LitotesThe trope for understatement.11
16085234222IronyWords are meant to convey the opposite of their meaning.12
16085243027OxymoronWords that have apparently contradictory meanings are placed near each other.13
16085248255Rhetorical questionA question is designed not to secure an answer but to move the development of an idea forward and suggest a point.14

Corporate Law Flashcards

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13955961572What are the regulatory bodies for floatation of securities?1. Corporate affairs commission 2. The securities and exchange commission 3. The Debt Management Office 4. Central bank of Nigeria 5. Nigerian Stock Exchange0
13955966631What are the regulatory laws that govern the flotation of securities?1. Companies and allied matters act 2. Investment and Securities Act 3. Securities and Exchange commission Rules 4. Debt management office act1
13955974923What is a prospectusDocument with which the application and registration of securities are presented Document used to float securities and present them to the investing public2
13955995537Other types of prospectus1. Deemed prospectus 2. Abridged prospectus 3. Statement in lieu of prospectus3
13956000405What are issuing houses?Present documentation for approval e.g stock broking firms, members of the Nigerian stock exchange4
13956081670Explain these terms: Issuing house, Rights issue, Bonus issue, Capital Market Operators and Primary and Secondary Market, IPO1. Issuing house presents documentation for approval e.g NSE, Stock broking firms registered with SEC 2. Rights issue: when companies offer to existing shareholders securities so they can maintain the share percentage in the company 3. Bonus issue: shares given to the exiting shareholders for free 4.Capital market operators: Stock brokers and other professionals that are engaged to represent others in the capital market 5. Primary market: New issues market where the companies offer the securities to the public and the proceeds go to the company, the issuing authority 6. Secondary market; where investors (shareholders) sell and buy securities already issued in the primary market and the proceeds go to the shareholders 7. IPO - first time a company offers its shares to the public, coming into the capital market for the first time .5
13956228040Roles and functions of the capital market1. Allows for borrowing of funds for long term loans 2. Provides avenue for marketing of securities and shares 3. Encourages inflow of foreign capital 4. Helps government with privatisation projects 5. Helps the growth of companies 6. Reduces over reliance on the corporate sector for funds for long term and short term projects 7. Gives opportunity to individuals to invest and participate in the corporate sector 8. Makes investors liquid 9. It registers securities of public quoted companies and public unquoted companies and collective investment schemes6
13956270590Section 54(1) ISA Section 54(5) ISA Section 54 (6)All securities of public companies, government and investment trust companies shall be registered bu SEC No securities can be sold without the prior registration by SEC Where securities are offered to the public without registration there is a fine of N 1million or 3 years imprisonment or both7
13957295343Methods of offering securities to the public1. Direct Public Offer - Company securities are still issued through issuing house yet the company still bears the risk. The company may underwrite to protect itself from risk 2. Offer of sale - this is when the company sells the securities to an issuing house who then sells to the public. The risk is Bourne by the issuing house. 3. Placement: This is a private means of sale. It is not offered to the public at large but to institutional investors8
13957396799Public companies and Private PlacementRequirement that public company obtain approval from SEC before it can offer securities by private placement - Rule 340(1) SEC rules9
13957412164What are the conditions for the approval of a public company offering securities through private placementR 340(2) 1. Company must be in dire need of fresh funds and must show the commission that private placement is the only viable option of obtaining those funds 2. The securities must not be offered to more than 50 subscribers 3. The resolution approving the placement must be special resolution and shall state the number of shares to be offered and the price 4. Publication of the notice of the general meeting authorising the placement in 2 national daily newspapers and the evidence of the publication shall be filed with the commission 5. The total number of shares that must be offered through private placement by a public quoted company shall 30% of its existing issued and paid up share capital 6. The price of the securities of the company is quoted shall be on technical suspension during the period of placement 7. The offer shall be for a period as proposed by the issuer and approved by the commission but shall not exceed 10 working days 8. All subsequent capital raising shall be approved only upon satisfactory account of utilisation of previous issue proceeds10
13957607145How does the SEC ensure that private placement is kept private?Rule 340(3) says that private placements shall not be advertised, mentioned and or discussed in the print and electronic media Penalty for doing so may be suspension or withdrawal of approval11
13959750925Do private companies need to inform the SEC of private placementsNo, unless the shares would eventually get into the hands of the public12
13959846183Electronic offer and transfer of securitiesS. 345 gives the company an option to opt for electronic transfer of securities as long as where an investor elects to have a certificate for his securities the company will issue him one.13
13959878024What is the procedure for registration of a prospectus with the SEC1. Prepare a draft copy of the prospectus 2. Issuing house sends a copy of the prospectus to the NSE. If it is an IPO then approval of the NSE is needed, if not then a letter of exemption is given 3. Draft is given to the SEC along with application for registration who make comments and give it back to the issuing house 4. Consent of experts who made reports and statements contained in the prospectus 5. print the final copy of the prospectus and have it signed by all the directors named in it 6. Give the final printed copy to the SEC for registration and a copy to the NSE and the CAC for records 7. Publication of the prospectus and invitation to the public to invest in the securities14
13959960165S 80. ISANo prospectus shall be issued without first being registered with the SEC15
13959978946What is the effect of a false statement made in the prospectus?Civil and Criminal liability16
13959858100What is the maximum duration of a public offer of securities28 working days17
13960089292What is the civil liability for false statements made on a prospectuss 85 (1) ISA persons who subscribe are entitled to compensation for the loss or damage that they suffer as a result of their reliance on the false statement18
13960099465Who are the persons to bear this civil liability?1. Directos of the company at the time of the issue of the prospectus 2. Any person who consented to be named and is named in the prospectus as a director 3. Any employee of the company who participated in or facilitated the production of the prospectus 4. The issuing house and their principal officers S 85(3)19
13960121849What is the criminal liability for untrue statements in prospectusAny director or officer of the company who authorised the issue of the prospectus or any person who authorised the delivery of the statement in lieu of prospectus for registration commits and offence and is liable to a fine of 1 million Naira or 3 years imprisonment or both20
14033569002S 18 CAMA2 or more people are needed to form a company21
14033573703S 19(1) 2- 20 people can form an association greater than 20 need to form a company (2) Exceptions to this: Co operative societies., Law firms, accountants22
14033592639S 20(1) Persons who cannot join a company: Children under the age of 18, persons of unsound mind, bankrupt people (2) A child can join in the formation of the company if 2 or more adults subscribe to the memorandum (3) a company in liquidation cannot join in the formation of a company (4) Aliens can form a company subject to provisions of any enactment regulating them23
14033698718S 213 types of company 1. Limited By shares 2. Limited by guarantee 3. Unlimited They can either be public or private24
14033711561s 22Private company limited liability company 1. Cannot invite the public to subscribe to shares or debentures 2. Cannot invite the public to deposit money for fixed periods or payable at call 2. Must state so in the memo 3. Restrict transfer of shares in its articles 4. 2- 50 members25
1403375894923Effect of default in compliance with provisions of private company company shall cease to be entitled to privileges of a private company26
1403377283524If a company is not a private company then it is a public company and it must state so in its memorandum27
1403378095525Unlimited companies 1. Must be registered with share capital28
1403379774526Companies limited by guarantee (1). Where a company is being formed for the purpose of art science religion sports culture education charity or similar objects and all income goes to the promotion of its objects with no portion going to its members (2). company limited by guarantee is not registered with share capital (3) every provision purporting to give a person the right to participate in the profits of the company is void (4) company limited by guarantee shall not be registered for the purpose of carrying on business to make profit for distribution to its members (5) Authority of the AG is needed for the registration of a company limited by guarantee (6) Penalty for distributing profits to members is liability for the payment and discharge of the debts of the company incurred as a result of carrying on such business and officers and members liable to a fine of 100 per day of carrying on such business (7) The total liability of the members of a company limited by guarantee to contribute to the assets of the company in the event of its being wound up shall not at any time be less than N10,000. (10) If, upon the winding up of a company limited by guarantee, there remains after the discharge of all its debts and liabilities any property of the company, the same shall not be distributed among the members but shall be transferred to some other company limited by guarantee having objects similar to the objects of the company or applied to some charitable object and such other company or charity shall be determined by the members prior to the dissolution of the company29
1403393571227Requirements of memorandum of association - name - registered office - objects - restrictions if any on the company - type of company - liability of members - authorised share capital - subscription box (2) Subscribers need to take on at least 25% of shares in the company (4) memorandum of association of a company limited by guarantee has to have the special clause in it And that every member guarantees in the event of winding up of the company to contribute (at least ) 10 000 to its assets30
1403397559329Ltd - private plc - public ultd - unlimited ltd/gte - limited by guarantee31
1403408310330Restricted and Prohibited Name32
1403409084731Compulsory change of name33

Terminology for Corporate Law Flashcards

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14271995040corporate lawlaw that governs the formation and management of corporations0
14271995041commercial lawconcerned with business transactions1
14271996275business Lawgroup of laws that governs business situations and transactions2
14271996276incorporated businessa business entity that has been registered - is a separate legal entity from its owners3
14271997254unincorporated businessa business that has not been registered - is not a separate legal entity from its owners4
14271997255liabilityresponsibility or obligation for something5
14271998835sole proprietora business owned by one person6
14272001694partnershipa business owned by two or more people7
14272007115firma partnership8
14272007116general partneran owner (partner) who has unlimited liability and is active in managing the firm.9
14272008451limited partner what is a limited partner? another name for one?an owner who invests money in the business but does not have any management responsibility or liability for losses beyond the investment silent partner (the "L" in an LP)10
14312865040limited liability partnera partner in an LLP who has liability only for their own actions and those of the individuals they supervise11
14272008452businessany activity that seeks to provide goods and services to others while operating at a profit12
14272014414joint venturean agreement between two or more companies to share a business project13
14272014415franchisea business established or operated under a contract between franchisor and franchisee that allows the franchisee to use the methods/name, etc. of the franchise (think Tim Horton's)14
14272015658partnership agreementa written agreement among partners outlining the rules and procedures of the partnership15
14272015659primary liabilityfirst (direct) responsibility or obligation for something16
14272017275secondary liabilitysecondary responsibility or obligation for something17
14272019378limited liabilitythe liability of a firm's owners for no more than the capital they have invested in the firm18
14272019379joint liabilityshared liability by all owners of a business19
14272020767joint and several liabilityliability that means all owners can be pursued collectively, as a group, and individually, as separate owners20
14272022102municipal licencelicence for a business to operate granted by the municipality for regulated industries (taxis, convenience stores, hotels)21
14272022103provincial licencelicence for a business to operate granted by the province for regulated (lawyers, architects, accountants) and semi-regulated (plumbers, barbers, hair dressers) professions22
14272023504name registrationprocess of reserving and registering a name for a business23
14272023505trade namethe registered name of a sole proprietor24
14272025608dissolutionwinding up, stopping doing business25
14286437457non-profit corporationan organization that does not make profit and does not have share capital26
14286437458for-profit corporationa corporation whose objective is to make a profit and has share capital27
14286437459societya group of 5 or more people of aligned social, cultural, etc. activities/interests28
14286437943business corporationlegal entity created by an articles of incorporation document and governed by the Alberta/Canada BCA29
14286438452artificial persona person created by law (corporation)30
14286438453separate legal entitya distinct person at law in the case of corporations, the nature of the entity that is created by incorporation (separate entity from its owners)31
14286439258shareholders' loana loan from shareholders to a corporation32
14286439259creditora debtor; one who is owed money33
14286439260offering corporation what is it? what is another name for it?a corporation that offers its shares to the public on the stock market widely-held corporation34
14286439270non-offering corporation what is it? what are two other names for it?a corporation that does not offer its shares to the public on the stock exchange closely-held corporation private corporation35
14286441870shareholderan owner (through the ownership of shares) of a corporation36
14286442547director who are they/what do they do? are they elected or appointed, and by who?a manager of a corporation, makes "management-level" decisions about the corporation elected by the shareholders37
14286442548officer what are they/what do they do? are they elected or appointed, and by who?"foot soldier": an individual who carries out the day-to-day operations of a corporation as directed by the directors appointed by the directors38
14286442549assetsthe cash and property a corporation owns39
14286442996stated capital what is it? another name for it?the amount of money a corporation receives for selling each share it issues (sells) share capital40
14286442997proportion of ownershipthe amount of ownership, as determined by amount of shares owned out of the total amount of shares sold, of a corporation41
14286442998net worth what is it? another name for it?total assets minus total liabilities equity42
14286443000par valueface value43
14286443473personal guaranteethe promise to pay issued by an individual44
14286443474promissory notea written and signed promise to pay a sum of money at a specified time45
14286443475arm's-lengththird-parties or strangers not involved directly with a corporation46
14286444214articles of incorporationthe document filed with the government to establish the existence of a new corporation47
14286445379Business Corporations Act what is it? what are the different levels of jurisdiction?the act that governs corporate entities may be federal (Canada) or provincial (Alberta, Saskatchewan, etc.)48
14312594501jurisdictionthe area of authority under which an entity will operate (e.g., Alberta, BC, Canada)49
14312594502extra-provincial registrationregistering a corporation outside of its home province50
14312595990number namea corporation name that consists of numbers (assigned by the government upon registration) e.g. 12345678 Alberta Ltd.51
14312595992word namea corporation name that consists of words e.g. Donkey's Donuts & Dive Bar52
14312595993NUANSthe database in which all names registered across Canada (except for Quebec) are recorded53
14312660944by-lawsa corporation's written rules - commonly relate to operations and borrowing54
14312660945share subscriptiona document signed undertaking to purchase shares in a corporation55
14312662738security certificatesa document evidencing ownership of shares in a corporation56
14312662739security registera record of who owns how many shares in a corporation57
14312662740resolutionsconfirmations in writing of decisions made by shareholders or directors can be used instead of holding an in-person meeting58
14312662741minuteswritten record of what happened at an in-person meeting59
14312664421directors' resolutionswritten record of decisions made by the directors60
14312664422shareholders' resolutionswritten record of decisions made by the shareholders61
14312666003consent to actdocument confirming a director is willing to serve as a director62
14312666004directors' registera record of all people who have ever served as a director of the corporation63
14312668072professional corporationa form of corporation for regulated professions - like lawyers - the registration and operation of which is governed by the profession's regulating body Robert P. Lee Professional Corporation (a lawyer) > governed by the Law Society of Alberta64
14312668073by-law 1the "rules" by-law - sets out the foundational guidelines for operation of a corporation65
14312668074by-law 2the borrowing by-law - sets out the rules around a corporation's borrowing behaviours66
14312668075fiscal year-endthe end of a 12-month accounting period67
14312673513minute bookthe binder or book in which all corporate records are68
14312676058corporate sealthe corporation's "signature" - a stamp/seal with the corporation's name and jurisdiction on it69
14312676059minute book tabsdividers in a minute book that are labelled for related sections, e.g. certificate of incorporation, shareholders' minutes70
14312676060schedulesattachments to documents providing additional information e.g. the articles of incorporation > info about shares & share structure directors' initial minutes > form of share certificate71
14312681068initial resolutionsthe first resolutions completed by either the directors or the shareholders directors': set up the corporation shareholders': ratify what the directors have done72
14328877407annual meetingshareholders' meeting at which the shareholders discuss the financial statements, (re-)elect directors, (re-)appoint auditors and solicitors, and discuss any issues they have73
14328883747financial statementsthe financial reports prepared by the auditors for a corporation's fiscal year74
14328885061auditorsthe corporation's accountants75
14328886604notice of meetingthe announcement sent out to shareholders, directors, and the auditors that sets out the time, date, and place of the annual shareholders' meeting76
14328889554motiona suggested topic for discussion at a meeting77
14328890973secondedsupport for a motion - required before a motion can be heard78
14328896496call the questionstatement made by a shareholder when adequate discussion of a motion has occurred - concludes the discussion and brings forward a vote on the matter79
14328899003carriedwhen a motion is accepted, or passed80
14328900117defeatedwhen a motion is not accepted due to insufficient votes in support81
14328901759adjournedsuspending a meeting until a later time82
14328902733concludeddismissal of a meeting after hearing all points of address83
14328904199chairedrun or conducted by (re: a meeting)84
14328910610quorumthe minimum number of individuals who must be present for business to be conducted85
14328913417proxywritten permission allowing one person to act in another's place86
14328914649majority voteaka simple majority - 50+1%87
14328915269annual returndocument confirming shareholders, their personal information, and their residency that is filed with the registry each year88

Corporate Law Flashcards

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15226919083Amalgamationa process where two or more corporations combine to form a new corporation0
15226919094Dividendsa payment to shareholders from the corporation's profits, representing the shareholder's proportional interest in the profits1
15226919107Partnershipa business organization where tow or more people carry on a business together with a view to profit2
15226919103Notice of Directorsdocument filed to let corporate registry have notice of who the directors of the corporation are3
15226919097General Partnershipa form of business where two or more people carry on a business with a view to profit, with each partner acting as agent for the partnership and others and having unlimited personal liability4
15226919111Sharesthe portion of a limited liability corporation that an individual owns5
15226919113Sole Proprietorshipa business owned and operated by a single individual without creating another form of business organization. Individual makes all of the profits and major decisions concerning the business6
15226919092Directorsan individual named in the articles of incorporation or elected by a corporation's shareholders to manage a corporation7
15226919106Officeran individual appointed by the directors of a corporation to perform certain of the director's duties that are delegated to the officer8
15226919089Common Sharesshares in a corporation that allows the shareholders to have a right to vote at meetings , participate in the dissolution of the corporation and declare dividends9
15226919086By-lawsthe permanent rules establishing how a corporation will be managed and operated10
15226919098Licensea business arrangement where the owner of intellectual property allows another to use property in connection with another business in return for a fee or royalty11
15226919104NUANSmeans "Newly Upgraded Automatic Name Search", this report only holds your chosen name for 90 days. You must incorporate within those 90 days or the name can be lost12
15226919085Articles of Incorporationdocument that sets out a corporation's name and business structure13
15226919105Numbered Companyif you are unable to decide on a corporate name, your corporation will be known as this14
15226919114Unanimous Shareholder Agreementan agreement that some or all of a corporation's shareholders enter into15
15226919090Corporate Sealan impression seal showing the name of the corporation, the jurisdiction and the year of incorporation16
15226919095Fiscal Year-Endaccounting period of corporations. Every period is different and depends on the corporation17
15226919099Limited Liability Partnershipthis partnership generally limits individuals professionals' liability for their employees and other partners' negligence18
15226919110Resolutiona decision a corporation's directors have made authorizing the corporation to do a specific action or transaction19
15226919091Corporationa business entity created by the provincial or federal government20
15226919108Preferred Sharesshares in a corporation that does not allow the shareholders to vote (silent shareholder)21
15226919112Shareholdersomeone who holds shares in a company22
15227040311Who can pass resolutions?Directors and shareholders (incorporators)23
15227040312shareholder resolution- Shareholder who meets certain ownership requirements may submit to other shareholders for a vote - Numerous resolutions concern social issues24
15227040313ordinary resolutiona simple majority vote by shareholders25
15227040314special resolutionresolution on major decisions of a company (such as changing the company's articles or reducing its share capital) at a general meeting that must be passed by a certain majority, usually 75%26
15227040315Exceptional ResolutionPassed by higher majority27
15227040316Role of officers in a corporationMust qualify to be directors, not required in bc companies28
15227040317par-value sharesstock shares that have a fixed face value noted on the stock certificate29
15227040318Common SharesThe most basic form of ownership in a firm; it confers voting rights and the right to share in the firm's profits through dividends, if offered by the firm's board of directors.30
15227040319Director's ResponsibilitiesAuthority over every operation, needs to sign consent to assume this role31
1604765594532

AP Exam Flashcards

Terms : Hide Images
13891761838antithesisfigure of speech characterized by strongly contrasting words, clauses, sentences, or ideas, as in "Man proposes; God disposes." Antithesis is a balancing of one term against another for emphasis or stylistic effectiveness.0
13891845481apostrophea figure of speech in which someone (usually, but not always absent), some abstract quality, or a nonexistent personage is directly addressed as though present.1
13891860423ballad metera four-line stanza rhymed abcd with four feet in lines one and three and three feet in lines two and four.2
13891922266blank verseunrhymed iambic pentameter. Blank verse is the meter of most of Shakespeare's plays, as well as that of Milton's Paradise Lost.3
13891940302caesuraa pause, usually near the middle of a line of verse, usually indicated by the sense of the line, and often greater than the normal pause.4
13891948517conceitan ingenious and fanciful notion or conception, usually expressed through an elaborate analogy, and pointing to a striking parallel between two seemingly dissimilar things. A conceit may be a brief metaphor, but it also may form the framework of an entire poem.5
13891967515didactic poema poem which is intended primarily to teach a lesson. The distinction between didactic poetry and non-didactic poetry is difficult to make and usually involves a subjective judgement of the author's purpose on the part of the critic or the reader.6
13891983930elegya sustained and formal poem setting forth the poet's meditations upon death or another solemn theme.7
13892008263euphonya style in which combinations of words pleasant to the ear predominate. Its opposite is cacophony.8
13892049872feminine rhymelines rhymed by their final two syllables9
13892067095heroic couplettwo end-stopped iambic pentameter lines rhymed aa, bb, cc with the thought usually completed in the two-line unit.10
13892082732lyric poemany short poem that presents a single speaker who expresses thoughts and feelings. Love lyrics are common, but lyric poems have also been written on subjects as different as religion and reading.11
13892094910masculine rhymerhyme that falls on the stressed and concluding syllables of the rhyme-words.12
13893010951metonymya figure of speech which is characterized by the substitution of a term naming an object closely associated with the word in mind for the word itself. In this way we commonly speak of the king as the "crown," an object closely associated with kingship.13
13893054975spondaic/ /14
13893095650pyrrhicu u15
13893117189dactylic/ u u16
13893127506anapesticu u /17
13893138337trochaic/ u18
13893174668iambicu /19
13893390451quatraina four-line stanza with any combination of rhymes.20
13893401334rhyme royala seven-line stanza of iambic pentameter rhymed ababbcc, used by Chaucer and other medieval poets.21
13893507011terza rimaa three-line stanza rhymed aba, bcb, cdc,etc. Dante's Divine Comedy is written in terza rima.22
13893530406villanellea nineteen-line poem divided into five tercets and a final quatrain. The villanelle uses only two rhymes which are repeated as follows: aba, aba, aba, aba, aba, abaa. Line 1 is repeated entirely to form lines 6, 12, and 18, and line 3 is repeated entirely to form lines 9, 15, and 19; thus, eight of the nineteen lines are refrain.23

AP Literature Literary Devices Flashcards

Mr. Johnston's AP Literature Literary Devices

Terms : Hide Images
5552809689ALLEGORYstory or poem in which characters, settings, and events stand for other people or events or for abstract ideas or qualities. Example: Animal Farm; Dante's Inferno; Lord of the Flies0
5552809690ALLITERATIONrepetition of the same or similar consonant sounds in words that are close together. EXAMPLE: "When the two youths turned with the flag they saw that much of the regiment had crumbled away, and the dejected remnant was coming slowly back." -Stephen Crane (Note how regiment and remnant are being used; the regiment is gone, a remnant remains...)1
5552809691ALLUSIONreference to someone or something that is known from history, literature, religion, politics, sports, science, or another branch of culture. An indirect reference to something (usually from literature, etc.).2
5552809692AMBIGUITYdeliberately suggesting two or more different, and sometimes conflicting, meanings in a work. An event or situation that may be interpreted in more than one way-- this is done on purpose by the author, when it is not done on purpose, it is vagueness, and detracts from the work.3
5552809693ANALOGYComparison made between two things to show how they are alike4
5552809694ANAPHORARepetition of a word, phrase, or clause at the beginning of two or more sentences in a row. This is a deliberate form of repetition and helps make the writer's point more coherent5
5552809695ANASTROPHEInversion of the usual, normal, or logical order of the parts of a sentence. Purpose is rhythm or emphasis or euphony. It is a fancy word for inversion.6
5552809696ANECDOTEBrief story, told to illustrate a point or serve as an example of something, often shows character of an individual7
5552809697ANTAGONISTOpponent who struggles against or blocks the hero, or protagonist, in a story.8
5552809699ANTITHESISBalancing words, phrases, or ideas that are strongly contrasted, often by means of grammatical structure.9
5552809700ANTIHEROCentral character who lacks all the qualities traditionally associated with heroes. may lack courage, grace, intelligence, or moral scruples.10
5552809702APHORISMbrief, cleverly worded statement that makes a wise observation about life, or of a principle or accepted general truth. Also called maxim, epigram.11
5552809703APOSTROPHEcalling out to an imaginary, dead, or absent person, or to a place or thing, or a personified abstract idea. If the character is asking a god or goddess for inspiration it is called an invocation. EXAMPLE: Josiah Holland ---"Loacöon! Thou great embodiment/ Of human life and human history!"12
5552809705ASSONANCEthe repetition of similar vowel sounds followed by different consonant sounds especially in words that are together.13
5552809711STATIC CHARACTERis one who does not change much in the course of a story.14
5552809713FLAT CHARACTERhas only one or two personality traits. They are one dimensional, like a piece of cardboard. They can be summed up in one phrase.15
5552809715CHIASMUSIn poetry, a type of rhetorical balance in which the second part is syntactically balanced against the first, but with the parts reversed. EXAMPLE Coleridge: "Flowers are lovely, love is flowerlike." In prose this is called antimetabole.16
5552809717COLLAQUIALa word or phrase in everyday use in conversation and informal writing but is inappropriate for formal situations. EXAMPLE: "He's out of his head if he thinks I'm gonna go for such a stupid idea.17
5552809718COMIC RELIEFcomic episodes that off set more serious sections18
5552809719CONCEITan elaborate metaphor that compares two things that are startlingly different. Often an extended metaphor. a twentieth century term used to describe poetry that uses intimate material from the poet's life.19
5552809721CONFLICTthe struggle between opposing forces or characters in a story.20
5552809722EXTERNAL CONFLICTconflicts can exist between two people, between a person and nature or a machine or between a person a whole society.21
5552809723INTERNAL CONFLICTa conflict can be internal, involving opposing forces within a person's mind.22
5552809724CONNOTATIONthe associations and emotional overtones that have become attached to a word or phrase, in addition to its strict dictionary definition.23
5552809725COUPLETtwo consecutive rhyming lines of poetry.24
5552809726DIALECTa way of speaking that is characteristic of a certain social group or of the inhabitants of a certain geographical area.25
5552809727DICTIONa speaker or writer's choice of words.26
5552809728DIDACTICform of fiction or nonfiction that teaches a specific lesson or moral or provides a model of correct behavior or thinking.27
5552809729ELEGYa poem of mourning, usually about someone who has died.28
5552809732EPIGRAPHa quotation or aphorism at the beginning of a literary work suggestive of the theme.29
5552809734EPITHETan adjective or adjective phrase applied to a person or thing that is frequently used to emphasize a characteristic quality. "Father of our country" and "the great Emancipator" are examples. A Homeric epithet is a compound adjective used with a person or thing: "swift-footed Achilles"; "rosy-fingered dawn."30
5552809735ESSAYa short piece of nonfiction prose in which the writer discusses some aspect of a subject.31
5552809736EXPLICATIONact of interpreting or discovering the meaning of a text, usually involves close reading and special attention to figurative language.32
5552809737EULOGYA great praise or commendation, a laudatory speech, often about someone who has died.33
5552809738FABLEa very short story told in prose or poetry that teaches a practical lesson about how to succeed in life.34
5552809739FARCEa type of comedy in which ridiculous and often stereotyped characters are involved in silly, far-fetched situations.35
5552809740FIGURATIVE LANGUAGEWords which are inaccurate if interpreted literally, but are used to describe. Similes and metaphors are common forms.36
5552809741FLASHBACKa scene that interrupts the normal chronological sequence of events in a story to depict something that happened at an earlier time.37
5552809742FOIL CHARACTERA character who acts as contrast to another character. Often a funny side kick to the dashing hero, or a villain contrasting the hero38
5552809743FORESHADOWINGthe use of hints and clues to suggest what will happen later in a plot.39
5552809744FREE VERSEpoetry that does not conform to a regular meter or rhyme scheme.40
5552809745HYPERBOLEa figure of speech that uses an incredible exaggeration or overstatement, for effect. "If I told you once, I've told you a million times...."41
5552809747IMAGERYthe use of language to evoke a picture or a concrete sensation of a person , a thing, a place, or an experience.42
5552809749IRONYa discrepancy between appearances and reality.43
5552809750VERBAL IRONYoccurs when someone says one thing but really means something else.44
5552809751SITUATIONAL IRONYtakes place when there is a discrepancy between what is expected to happen, or what would be appropriate to happen, and what really does happen.45
5552809752DRAMATIC IRONYis so called because it is often used on stage. A character in the play or story thinks one thing is true, but the audience or reader knows better.46
5552809753JUXTAPOSITIONpoetic and rhetorical device in which normally unassociated ideas, words, or phrases are placed next to one another, creating an effect of surprise and wit. EXAMPLE Ezra Pound: "The apparition of these faces in the crowd;/ Petals on a wet, black bough." Juxtaposition is also a form of contrast by which writers call attention to dissimilar ideas or images or metaphors. Martin Luther King: "Injustice anywhere is a threat to justice everywhere."47
5552809754LITOTESis a form of understatement in which the positive form is emphasized through the negation of a negative form: Hawthorne--- "...the wearers of petticoat and farthingale...stepping forth into the public ways, and wedging their not unsubstantial persons, if occasion were, into the throng..."48
5552809755LOCAL COLORa term applied to fiction or poetry which tends to place special emphasis on a particular setting, including its customs, clothing, dialect and landscape.49
5552809757LYRIC POEMa poem that does not tell a story but expresses the personal feelings or thoughts of the speaker. A ballad tells a story.50
5552809758METAPHORa figure of speech that makes a comparison between two unlike things without the use of such specific words of comparison as like, as, than, or resembles.51
5552809760EXTENDED METAPHORis a metaphor that is extended or developed as far as the writer wants to take it. (conceit if it is quite elaborate).52
5552809763METONYMYa figure of speech in which a person, place, or thing, is referred to by something closely associated with it. "We requested from the crown support for our petition." The crown is used to represent the monarch.53
5552809765MOTIFa recurring image, word, phrase, action, idea, object, or situation used throughout a work (or in several works by one author), unifying the work by tying the current situation to previous ones, or new ideas to the theme. EXAMPLE Kurt Vonnegut uses "So it goes" throughout Slaughterhouse-Five to remind the reader of the senselessness of death.54
5552809767ONOMATOPOEIAthe use of words whose sounds echo their sense. "Pop." "Zap."55
5552809768OXYMORONa figure of speech that combines opposite or contradictory terms in a brief phrase. "Jumbo shrimp." "Pretty ugly." "Bitter-sweet"56
5552809769PARABLEa relatively short story that teaches a moral, or lesson about how to lead a good life.57
5552809770PARADOXa statement that appears self-contradictory, but that reveals a kind of truth.58
5552809771PARALLEL STRUCTURE(parallelism) the repetition of words or phrases that have similar grammatical structures.59
5552809773PARODYa work that makes fun of another work by imitating some aspect of the writer's style.60
5552809774PERIODIC SENTENCEsentence that places the main idea or central complete thought at the end of the sentence, after all introductory elements.61
5552809775PERSONIFICATIONa figure of speech in which an object or animal is given human feelings, thoughts, or attitudes.62
5552809777POINT OF VIEWthe vantage point from which the writer tells the story.63
5552809778FIRST PERSON POINT OF VIEWone of the characters tells the story. (typically uses first person pronouns: I, me, my, us, we,...)64
5552809779SECOND PERSON POINT OF VIEWthe narrator instructs the reader as if they are telling the reader what they are to experience. (typically uses 2nd person pronoun: you)65
5552809780THIRD PERSON POINT OF VIEWan unknown narrator, tells the story, but this narrator zooms in to focus on the thoughts and feelings of only one character. (typically uses 3rd person pronouns: he, she, it, they, them...) Third Person Point of View Can be either one of the following:66
5552809781OMNISCIENT POINT OF VIEWan omniscient or all-knowing narrator tells the story, also using the third person pronouns. This narrator, instead of focusing on one character only, often tells us everything about many characters.67
5552809783POLYSYNDETONsentence which uses a conjunction with NO commas to separate the items in a series. Instead of X, Y, and Z... Polysyndeton results in X and Y and Z...68
5552809784PROTAGONISTthe central character in a story, the one who initiates or drives the action. Usually the hero or anti-hero; in a tragic hero, like John Proctor of The Crucible, there is always a hamartia, or tragic flaw in his character which will lead to his downfall.69
5552809785PUNa "play on words" based on the multiple meanings of a single word or on words that sound alike but mean different things.70
5552809786QUATRAINa poem consisting of four lines, or four lines of a poem that can be considered as a unit.71
5552809787REFRAINa word, phrase, line, or group of lines that is repeated, for effect, several times in a poem.72
5552809788CADENCEa rise and fall of the voice produced by the alternation of stressed and unstressed syllables in language.73
5552809790RHETORICAL QUESTIONa question asked for an effect, and not actually requiring an answer.74
5552809792SATIREa type of writing that ridicules the shortcomings of people or institutions in an attempt to bring about a change.75
5552809793SIMILEa figure of speech that makes an explicitly comparison between two unlike things, using words such as like, as , than, or resembles.76
5552809795SOLILOQUYa long speech made by a character in a play while no other characters are on stage.77
5552809796STREAM OF CONSCIOUSNESSa style of writing that portrays the inner (often chaotic) workings of a character's mind.78
5552809797STYLEthe distinctive way in which a writer uses language: a writer's distinctive use of diction, tone, and syntax.79
5552809799SYMBOLa person, place, thing, or event that has meaning in itself and that also stands for something more than itself80
5552809800SYNECDOCHEa figure of speech in which a part represents the whole. "If you don't drive properly, you will lose your wheels." The wheels represent the entire car.81
5552809805THEMEthe insight about human life that is revealed in a literary work.82
5552809806ATTITUDE/TONEthe attitude a writer takes toward the subject of a work, the characters in it, or the audience, revealed through diction, figurative language, and organization.83
5552809807TRAGEDYin general, a story in which a heroic character either dies or comes to some other unhappy end.84
5552809809UNDERSTATEMENTa statement that says less than what is meant. Example: During the second war with Iraq, American troops complained of a fierce sand storm that made even the night-vision equipment useless. A British commando commented about the storm: "It's a bit breezy."85
5552929158INVERSIONanastrophe, normal order of words is reversed to achieve a particular emphasis or meter.86
5553041124ANAPESTmetrical foot consisting of two unaccented syllables followed by one accented syllable(un-der-stand)87
5553054386AUBADEa poem or piece of music appropriate to the dawn or early morning.88
5553057105BALLADa poem or song narrating a story in short stanzas. Traditional ballads are typically of unknown authorship, having been passed on orally from one generation to the next as part of the folk culture.89
5553059923BLANK VERSEverse without rhyme, especially that which uses iambic pentameter.90
5553063541CACOPHONYa harsh, discordant mixture of sounds.91
5553066240CAESURAa break between words within a metrical foot. (in modern verse) a pause near the middle of a line. any interruption or break.92
5553068648CONSONANCEthe recurrence of similar sounds, especially consonants, in close proximity93
5553074130DACTYLa metrical foot consisting of one stressed syllable followed by two unstressed syllables or (in Greek and Latin) one long syllable followed by two short syllables.94
5553074131DIRGEa lament for the dead, especially one forming part of a funeral rite.95
5553077325DOUBLE RHYMEa feminine rhyme involving one stressed and one unstressed syllable in each rhyming line.96
5553077326END RHYMEEnd rhyme is defined as when a poem has lines ending with words that sound the same. An example of end rhyme is the poem, Star Light, Star Bright.97
5553077395ENJAMBMENT(in verse) the continuation of a sentence without a pause beyond the end of a line, couplet, or stanza.98
5553080270EUPHONYthe quality of being pleasing to the ear, especially through a harmonious combination of words.99
5553083233EYE RHYMEsimilarity between words in spelling but not in pronunciation, e.g., love and move.100
5553085489FEMININE ENDING (METER)in grammatical gender, is the final syllable or suffixed letters that mark words as feminine. It can also refer to: Feminine ending, in meter (poetry), a line of verse that ends with an unstressed syllable.101
5553087340FOOT (POETRY)In literary circles, this term refers to the most basic unit of a poem's meter. A foot is a combination of stressed and unstressed syllables.102
5553089316HEROIC COUPLET(in verse) a pair of rhyming iambic pentameters, much used by Chaucer and the poets of the 17th and 18th centuries such as Alexander Pope.103
5553089317IAMBa metrical foot consisting of one short (or unstressed) syllable followed by one long (or stressed) syllable.104
5553091322IAMBIC PENTAMETERa line of verse with five metrical feet, each consisting of one short (or unstressed) syllable followed by one long (or stressed) syllable, for example Two households, both alike in dignity.105
5553091323IDYLLan extremely happy, peaceful, or picturesque episode or scene, typically an idealized or unsustainable one.106
5553093134INTERNAL RHYMEa rhyme involving a word in the middle of a line and another at the end of the line or in the middle of the next.107
5553097416ITALIAN (PETRARCHAN) SONNET14 lines, 2 part (octave and sestet) does not end in a couplet108
5553097417KENNINGa compound expression in Old English and Old Norse poetry with metaphorical meaning, e.g., oar-steed = ship.109
5553097468MASCULINE ENDING (METER)refers to a line ending in a stressed syllable.110
5553100878METERthe rhythm of a piece of poetry, determined by the number and length of feet in a line.111
5553100879NARRATIVE POEMis a form of poetry that tells a story, often making use of the voices of a narrator and characters as well; the entire story is usually written in metered verse.112
5553106103NEAR, OFF, OR SLANT RHYMEs a type of rhyme formed by words with similar but not identical sounds. In most instances, either the vowel segments are different while the consonants are identical, or vice versa.113
5553106104ODEa lyric poem in the form of an address to a particular subject, often elevated in style or manner and written in varied or irregular meter.114
5553107979RHYME SCHEMEthe ordered pattern of rhymes at the ends of the lines of a poem or verse.115
5553107980RHYTHMthe measured flow of words and phrases in verse or prose as determined by the relation of long and short or stressed and unstressed syllables.116
5553107981SCANSIONthe action of scanning a line of verse to determine its rhythm.117
5553110109SESTETthe last six lines of a sonnet.118
5553110110SESTINAa poem with six stanzas of six lines and a final triplet, all stanzas having the same six words at the line-ends in six different sequences that follow a fixed pattern, and with all six words appearing in the closing three-line envoi.119
5553112119SHAKESPEAREAN SONNET14 lines. iambic pentameter, 3 quatrains and a final couplet120
5553112120SPONDEEa foot consisting of two stressed syllables.121
5553113786STANZAa group of lines forming the basic recurring metrical unit in a poem; a verse.122
5553115682TROCHAICa type of verse that consists of or features trochees (a foot of one stressed followed by one unstressed syllables)123
5553115683AESTHETICISMan approach to art and life based in the belief that art and beauty should be valued for their own sake124
5553118563ANACHRONISMsomething placed in the wrong period of history125
5553118564ANAGNORISISmoment when a character makes a critical decision126
5553120981ANTECEDENTa thing or an event that exists or comes before another, and may have influenced it127
5553120982ANTICLIMAXa situation that is disappointing/ not as exciting as antisipated128
5553123142APOTHEOSIShighest most perfect development best time in life or career formal statement that a person has become a god129
5553126699ARCHAISM/ARCHAICvery old word or phrase that is no longer used; old-fashioned130
5553126700ARCHETYPEa very typical example of a certain person or thing. a recurrent symbol or motif in literature, art, or mythology.131
5553126701ASIDEa remark or passage by a character in a play that is intended to be heard by the audience but unheard by the other characters in the play.132
5553130325BILDUNGSROMANa novel dealing with one person's formative years or spiritual education.133
5553130326BOMBASThigh-sounding language with little meaning, used to impress people.134
5553130327CARICATUREmake or give a comically or grotesquely exaggerated representation of (someone or something).135
5553133520CATALOGUEa complete list of items, typically one in alphabetical or other systematic order, in particular.136
5553135597CATHARSISthe process of releasing, and thereby providing relief from, strong or repressed emotions.137
5553135598CHORUS(in ancient Greek tragedy) a group of performers who comment on the main action, typically speaking and moving together.138
5553137970CONVENTIONAL/STOCK CHARACTERa stereotypical person whom audiences readily recognize from frequent recurrences in a particular literary tradition.139
5553147604DECONSTRUCTIONa method of critical analysis of philosophical and literary language that emphasizes the internal workings of language and conceptual systems, the relational quality of meaning, and the assumptions implicit in forms of expression.140
5553149625DENOTATIONthe literal or primary meaning of a word, in contrast to the feelings or ideas that the word suggests.141
5553151140DENOUEMENTthe final part of a play, movie, or narrative in which the strands of the plot are drawn together and matters are explained or resolved.142
5553151141DEUS EX MACHINEan unexpected power or event saving a seemingly hopeless situation, especially as a contrived plot device in a play or novel.143
5553153748DICHOTOMOUS THINKINGalso known as "black or white thinking," is a symptom of many mental illnesses144
5553153749DISSONANCEa tension or clash resulting from the combination of two disharmonious or unsuitable elements.145
5553155866DRAMATIS PERSONAEthe characters of a play, novel, or narrative.146
5553158159DYSTOPIAN NOVELfictional writing used to explore social and political structures in 'a dark, nightmare world.' The term dystopia is defined as a society characterized by poverty, squalor or oppression and the theme is most commonly used in science fiction and speculative fiction genres.147
5553160247EPIC/ EPIC HEROis a long, narrative poem that is usually about heroic deeds and events that are significant to the culture of the poet. Many ancient writers used epic poetry to tell tales of intense adventures and heroic feats; defined as a character in an epic poem who is noble and brave and is affected by great events or admired for his achievements.148
5553166120EPIGRAMa pithy saying or remark expressing an idea in a clever and amusing way.149
5553166121EPIPHANYa sudden, intuitive perception of or insight into the reality or essential meaning of something, usually initiated by some simple, homely, or commonplace occurrence or experience.150
5553168809EPISTOLARY NOVELnovel made up of letters151
5553170679ETHOScredibility152
5553170680ETYMOLOGYorigin of words and the way in which their meanings have changed throughout history153
5553172752EUPHEMISMa mild or indirect word or expression substituted for one considered to be too harsh or blunt when referring to something unpleasant or embarrassing.154
5553175108FRAME STORY/ NARRATIVEis a literary technique that sometimes serves as a companion piece to a story within a story155
5553175109GENREa category of artistic composition, as in music or literature, characterized by similarities in form, style, or subject matter.156
5553175110GOTHIC NOVELan English genre of fiction popular in the 18th to early 19th centuries, characterized by an atmosphere of mystery and horror and having a pseudo medieval setting.157
5553176959HAMARTIAa fatal flaw leading to the downfall of a tragic hero or heroine.158
5553176960HUBRISexcessive pride toward or defiance of the gods, leading to nemesis.159
5553176961IDIOMa group of words established by usage as having a meaning not deducible from those of the individual words (e.g., rain cats and dogs, see the light ).160
5553180053IN MEDIAS RESstarting in the middle161
5553182135INTERIOR MONOLOGUEa piece of writing expressing a character's inner thoughts.162
5553182136INTERJECTIONan abrupt remark, made especially as an aside or interruption. an exclamation, especially as a part of speech, e.g., ah! or dear me!.163
5553184014LAMENTa passionate expression of grief or sorrow.164
5553184015LEITMOTIFa recurrent theme throughout a musical or literary composition, associated with a particular person, idea, or situation.165
5553185842MAGICAL REALISMpainting in a meticulously realistic style of imaginary or fantastic scenes or images. a literary genre or style associated especially with Latin America that incorporates fantastic or mythical elements into otherwise realistic fiction166
5553185843MODERNISMa philosophical movement that, along with cultural trends and changes, arose from wide-scale and far-reaching transformations in Western society during the late 19th and early 20th centuries.167
5553185844MONOLOGUEa long speech by one actor in a play or movie, or as part of a theatrical or broadcast program.168
5553187817MYTHa traditional story, especially one concerning the early history of a people or explaining some natural or social phenomenon, and typically involving supernatural beings or events.169
5553192342PERIPHERAL/ CENTRAL NARRATORFirst person and narrator is a character in story, witness main characters story170
5553192343NATURALISMa style and theory of representation based on the accurate depiction of detail.171
5553194085NOVELLAa short novel or long short story.172
5553194086PASTORALa work of literature portraying an idealized version of country life.173
5553194087PATHOSemotional appeal174
5553196211PERIPETEIAa sudden reversal of fortune or change in circumstances, especially in reference to fictional narrative.175
5553196212PICARESQUEof or relating to an episodic style of fiction dealing with the adventures of a rough and dishonest but appealing hero.176
5553198423POST-MODERNISMis largely a reaction to the assumed certainty of scientific, or objective, efforts to explain reality.177
5553198424REALISMin the arts is the attempt to represent subject matter truthfully, without artificiality and avoiding artistic conventions, implausible, exotic and supernatural elements.178
5553200166REPETITIONrepeating something that ha s already been said or written before179
5553200167ROMANTICISMa movement in the arts and literature that originated in the late 18th century, emphasizing inspiration, subjectivity, and the primacy of the individual.180
5553200168SHIFTmove or cause to move from one place to another, especially over a small distance.181
5553202721STRUCTUREthe arrangement of and relations between the parts or elements of something complex.182
5553202722SYNTAXthe arrangement of words and phrases to create well-formed sentences in a language.183
5553202723TOPOSa traditional theme or formula in literature.184
5553205228TRAGIC FLAWis a literary device that can be defined as a trait in a character leading to his downfall and the character is often the hero of the literary piece.185
5553206796TRAGIC HEROis a literary character who makes a judgment error that inevitably leads to his/her own destruction186
5553206797UTOPIAN NOVELscience fiction, fantasy, perfect living conditions187
5553210550VERISIMILITUDEthe appearance of being true or real. --- realism188

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