EXHIBIT 10.75
STOCK REDEMPTION AGREEMENT
BETWEEN
STAFF BUILDERS, INC.
and
AMERICAN HOMECARE MANAGEMENT CORP.
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT (hereinafter referred
to as the "Agreement") is made and entered into as of the 18th day
of March, 1997 by and between STAFF BUILDERS, INC., a Delaware
corporation (the "SELLER") and American HomeCare Management Corp.
("BUYER"), a Delaware corporation.
BACKGROUND
WHEREAS, there are presently 1,000 shares issued and
outstanding of BUYER,
and
WHEREAS, SELLER owns 900 shares of the issued and
outstanding capital stock (the "Stock") of BUYER; and
WHEREAS, SELLER desires to transfer and sell to BUYER, and
BUYER desires to redeem and acquire from SELLER, the Stock, in
accordance with the terms and provisions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, SELLER and
BUYER covenant, represent, warrant, stipulate and agree as follows:
ARTICLE 1. REDEMPTION AND SALE OF STOCK
1.1 Redemption and Sale of Stock. At the Closing (as
hereinafter defined), subject to the terms and conditions of this
Agreement, a certain Loan and Security Agreement of even date
("Loan Agreement"), a certain Promissory Note of even date ("Note")
and a certain Collateral Pledge Agreement of even date ("Pledge
Agreement"), SELLER agrees to sell, transfer, convey, deliver and
assign to BUYER all right, title and interest in and to the Stock,
free and clear of all liens and encumbrances, for the consideration
hereinafter set forth. This Stock Redemption Agreement, Loan
Agreement, Note and Collateral Pledge Agreement are hereby referred
to jointly as ("Transaction Documents").
ARTICLE 2. CLOSING DATE; TRANSFER OF STOCK
2.1 Closing and Closing Date. The closing hereunder (the
"Closing") shall take place at such place and time and on such date
as may be agreed to in writing by Seller and Buyer and shall be
effective March 18, 1997 ('Closing Date').
2.2 Transfer of Stock. SELLER shall, at the Closing on the
Closing Date, deliver to BUYER original certificates for the Stock,
together with a stock powers duly endorsed in favor of BUYER. The
BUYER in turn will deliver the original certificates back to SELLER
along with stock powers endorsed in favor of SELLER, pursuant to the
Collateral Pledge Agreement. The stock shall be recorded on the
books of the BUYER and treated by BUYER as treasury shares.
ARTICLE 3. TOTAL CONSIDERATION RECEIVED FOR THE STOCK
3.1 Total Consideration Received for the Stock. The
Total Consideration received (the 'Total Consideration') for the
Stock by SELLER shall be $2,067,339, subject to the adjustments set
forth in Section 3.3. Buyer is presently indebted to Seller for
advances, loans and capital accounts in the amount of $1,615,996
(the "Current Indebtedness"). It is intended that the Current
Indebtedness and the redemption price ($451,343), as reduced by the
down payment reflected in Section 3.2 be reflected in a single note
in the form of Exhibit A attached hereto.
3.2 Payment of Total Consideration. At Closing Buyer shall
pay Seller $100,000 in cash, certified check, or wire transfer
reflecting the funds contributed to Buyer by the Shareholders of
Buyer (other than Seller). Buyer shall also deliver its Promissory
Note in the form of Exhibit A attached (the "Promissory Note")
hereto in the amount of $1,967,339 representing the sum of (I) the
balance of the Redemption Price and (ii) the Current Indebtedness.
The Promissory Note shall bear interest at prime rate plus 3%.
Following Closing, but in no event later than April 30, 1997, Buyer
shall deliver a Substitute Note revised to reflect the adjustments
set forth in Section 3.3 and any payments on the Promissory Note
received by the Lender prior to the date of delivery of the
Substituted Note.
3.3 Post Closing Adjustment. The Total Consideration and the
Promissory Note shall be adjusted as follows: 1) increased by 90%
of any net profits of Buyer for the period February 1, 1997 through
March 18, 1997, plus; 2) increased by any increase in the income
taxes payable for the period February 1, 1997 through March 18,
1997, plus; 3) increased by all Buyer's intercompany interest and
insurance costs for the period Feb. 1, 1997 through March 18, 1997.
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF SELLER
SELLER hereby represents and warrants to BUYER both as of
the date hereof and the Closing Date as follows:
4.1 Organization of SELLER; Good Standing; Qualifications;
Charter and By-Laws; Subsidiaries.
(a) SELLER is a corporation, duly organized, and is in
good standing under the laws of the State of Delaware.
(b) Except as stated herein, the Stock is owned
by SELLER free and clear of any liens, claims, pledges or other
encumbrances. The Stock has not been issued in violation of any
preemptive rights of shareholders and there are no outstanding
warrants, calls, options or other rights or claims with respect to
the Stock or the issuance or transfer of the Stock. There is a
shareholder agreement entered into as of March 13, 1996 with respect
to the Stock ('Shareholders Agreement') which Shareholders Agreement
is to be rescinded simultaneously with the Closing hereunder by a
Rescission Agreement. At Closing, SELLER shall transfer good and
valid title to the Stock to BUYER, free and clear of any liens,
claims, pledges, rights or other encumbrances.
(c) The transfer of the Stock by SELLER to
BUYER is exempt from registration under applicable federal and state
securities laws.
4.2 Authority.
(a) SELLER has full power and has taken all actions
necessary to execute, deliver and perform this Agreement and to
carry out the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the other Transaction
Documents constitute the legal, valid and binding obligation of
SELLER enforceable against it in accordance with its terms, except
to the extent that such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium, and
similar laws affecting creditors, rights generally, and (ii)
equitable principles which may limit the availability of certain
equitable remedies (such as specific performance) in certain
instances.
(b) Neither the execution or delivery of this
Agreement and the other Transaction Documents nor the consummation
of the transactions contemplated hereby will (i) except for
obtaining the required consents as set forth on Schedule 4.2 and
except for obtaining any consent where the failure to obtain such
consent would not materially or adversely affect the assets or the
financial condition of SELLER, conflict with, constitute a breach,
violation or termination of any provision of any contracts and other
agreements to which SELLER is a party or by which SELLER is bound,
(ii) conflict with or violate the Articles of Incorporation or By-
laws, of SELLER (iii) violate any statute, law, regulation,
judgment, rule, order or any other restriction of any kind or
character applicable to SELLER, except for any statute, law,
regulation, judgment, rule, order, license, permit or any other
restriction, where the violation thereof would not materially or
adversely effect the Stock, the assets or the financial condition of
SELLER.
(c) Seller 1) has operated the business in the ordinary
course and neither made nor received any distributions or dividends
since the balance sheet dated January 31, 1997. 2) represents that
upon delivery, of the Amended Promissory Note Buyer will not be
indebted to Seller or any of its affiliates except with respect to
the Transaction Documents. 3) to the best of its knowledge,
believes the balance sheet as of January 31, 1997 is true and
correct in all material aspects.
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF BUYER
BUYER represents and warrants to SELLER, both as of the
date hereof and as of the Closing Date, as follows:
5.1 Authority.
(a) BUYER has full corporate power and has taken all
action necessary to execute, deliver and perform this Agreement and
to carry out the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the other Transaction
Documents to which BUYER is a party constitute legal, valid and
binding obligations of BUYER enforceable against BUYER in accordance
with its terms, except to the extent that such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, and similar laws affecting creditors, rights generally,
and (ii) equitable principles which may limit the availability of
certain equitable remedies (such as specific performance) in certain
instances.
(b) Neither the execution or delivery of this Agreement
and the other Transaction Documents nor the consummation of the
transactions contemplated hereby will (i) except for obtaining any
consent, where the failure to obtain such consent would not
materially or adversely affect the assets or the financial condition
of BUYER, conflict with, constitute a breach, violation or
termination of any provision of any contracts and other agreements
to which BUYER is a party or by which he is bound, (ii) conflict
with or violate the Articles of Incorporation or By-laws of BUYER,
or (iii) violate any law, regulation, judgment, rule, order or any
other restriction of any kind or character applicable to BUYER or
any of his properties or assets, the violation of which could have
a material adverse effect on the financial condition of BUYER.
5.2 No Adverse Action. There are no actions, suits,
claims or other proceedings pending or, to the best of BUYER's
knowledge, threatened or injunctions or orders entered, pending or,
to the best of BUYER's knowledge, threatened against BUYER, to
restrain or prohibit the consummation of the transactions
contemplated hereby.
ARTICLE 6. COVENANTS AND AGREEMENTS OF SELLER AND BUYER
6.1 Actions Pending Closing. From the date hereof to the
Closing, except as otherwise contemplated by this Agreement, SELLER
and BUYER covenant and agree as follows:
(a) BUYER will be operated in the usual and ordinary manner
consistent with past practices and will preserve its present
business organization intact, and preserve its present relationships
with persons having business dealings with it and to take such
actions as are necessary and to cause the transition of such
business operations and employee and other relationships to BUYER as
of the Closing Date, as contemplated by this Agreement.
(b) All assets of BUYER will be used, operated, maintained and
repaired in the usual and ordinary course of BUYER's business
consistent with past practices.
(c) BUYER will not permit any insurance policy naming it as a
beneficiary or a loss payable payee covering any of its assets or
its operations to be canceled, terminated or modified or any of the
coverage thereunder to lapse unless simultaneously with such
termination or cancellation.
(d) BUYER will timely file (including all applicable
extensions) all tax returns and reports required to be filed prior
to Closing with any federal, state or local governments or
governmental agencies.
(e) BUYER shall not make or institute any methods of
collection, credit, billing, management, accounting or operation
which are not in the usual and customary course of its business,
consistent with BUYER's past practices.
(f) SELLER shall not transfer, pledge, create or permit to
exist any lien, claim or other encumbrance against any of the Stock
nor issue any options, warrants or other rights with respect
thereto.
(g) From the date hereof, through and including the Closing
Date, BUYER shall not amend in any material respect its Articles of
Incorporation or By-laws.
(h) Buyer will pay all claims by certain of Seller's
franchisees relating to Buyer's business activities in that
franchisee's territory, occurring prior to Closing. Subsequent to
the execution of this Agreement, Buyer will have no obligation to
franchisees with respect to future business.
6.2 Consents. SELLER and BUYER shall use good faith efforts
and cooperate with each other in obtaining all necessary consents
required for the transfer of the Stock to BUYER.
6.3 Post-Closing Access to Information. SELLER and BUYER
acknowledge that subsequent to Closing each party may need access to
information or documents in the control or possession of the other
party for the purposes of concluding the transactions herein
contemplated, audits, compliance with governmental requirements and
regulations, and the prosecution or defense of third party claims.
Accordingly, SELLER and BUYER agree that after Closing each will
make reasonably available to the other's agents, independent
auditors and/or governmental agencies upon written request and at
the expense of the requesting party such documents and information
as may be available relating to the Stock for periods prior and
subsequent to Closing to the extent necessary to facilitate
concluding the transactions herein contemplated, audits, compliance
with governmental requirements and regulations and the prosecution
or defense of claims.
ARTICLE 7. CONDITIONS TO BUYER'S OBLIGATION TO CLOSE
Each and every obligation of BUYER to be performed at or
before the Closing hereunder is subject to the satisfaction on or
prior to the Closing Date of the conditions set forth below, any one
or more of which may be waived by BUYER.
7.1 Compliance with Agreement. SELLER shall have performed all
of its obligations and agreements, and complied, in all material
respects, with all covenants, warranties and conditions contained in
this Agreement which are required to be performed or complied with
by them on or prior to the Closing Date.
7.2 Representations and Warranties. The representations and
warranties of SELLER contained in this Agreement and the other
Transaction Documents shall be true, complete and correct, in all
material respects, on and as of the date made and as of the Closing
Date with the same force and effect as though such representations
and warranties had been made or given on the Closing Date.
7.3 Approvals and Consents. The material consents, approvals
and waivers as set forth on Schedule 4.2 hereto necessary in order
to consummate the transactions contemplated hereby shall have been
obtained.
7.4 No Litigation. No action or proceeding before a court or
any other governmental agency or body shall have been instituted or
threatened to restrain or prohibit the transactions herein
contemplated or which would prohibit BUYER's redemption of the
Stock.
7.5 No Material Adverse Change. No event or condition
resulting in a materially adverse change in the financial condition
of BUYER or its assets shall have occurred and be continuing.
7.6 Deliveries. BUYER shall have received from SELLER all of
the other documents required to be delivered by them pursuant to
Section l0.l(a) of this Agreement.
ARTICLE 8. CONDITIONS TO SELLER'S OBLIGATION TO CLOSE
Each and every obligation of SELLER to be performed at or
before the Closing hereunder is subject to the satisfaction on or
prior to the Closing Date of the conditions set forth below, any one
or more of which may be waived by SELLER, except 8.6:
8.1 Compliance with Agreement. BUYER shall have performed all
of its obligations and agreements and complied, in all material
respects, with all covenants, warranties and conditions contained in
this Agreement which are required to be performed or complied with
by BUYER on or prior to the Closing Date.
8.2 Representations and Warranties. The representations and
warranties of BUYER contained in this Agreement and the other
Transaction Documents shall be true, complete and correct, in all
material respects, on and as of the date made and as of the Closing
Date with the same force and effect as though such representations
and warranties had been given on the Closing Date.
8.3 Approvals and Consents. Except as provided for in 8.6,
the material consents, approvals and waivers as set forth on
Schedule 4.2 hereto necessary in order to consummate the
transactions contemplated hereby shall have been obtained.
8.4 No Litigation. No action or proceeding before a court or
any other governmental agency or body shall have been instituted or
threatened to restrain or prohibit the transactions herein
contemplated or which would prohibit BUYER's redemption of the
Stock.
8.5 Deliveries. SELLER shall receive from BUYER all of the
other documents required to be delivered by BUYER pursuant to
Section l0.l(b) of this Agreement.
8.6 Consent: This Agreement is subject to and conditioned
upon SELLER receiving the consent of Mellon Bank NA to the sale
contemplated hereunder and the related Transactions.
ARTICLE 9. TERMINATION
9.1 Termination Prior to the Closing Date.
Notwithstanding anything herein to the contrary, this Agreement may
be terminated at any time:
(i) On or prior to the Closing Date by mutual written consent of BUYER
and SELLER.
(ii) By BUYER, if the conditions specified in Article 7 have not been
satisfied or waived by BUYER as of the Closing Date;
(iii) By SELLER, if the conditions specified in Article 8 have not been
satisfied or waived by SELLER as of the Closing Date;
(iv) By BUYER or SELLER, on April 1, 1997, if the Closing has not occurred
by such date;
(v) At the election of the SELLER prior to the Closing Date, if the BUYER
has breached any representation, warranty, covenant or agreement
contained in this Agreement or consent of Mellon Bank as required
under Article 8.6 has not been received by March 15, 1997.
(vi) At the election of the BUYER prior to the Closing Date, if the SELLER
has breached any representation, warranty, covenant or agreement
contained in this Agreement;
(vii) At the election of the SELLER or the BUYER, if any legal proceeding
is commenced or threatened by any court or governmental agency
directed against the consummation of the Closing or any other
transaction contemplated under this Agreement; or
In the event of the termination of this Agreement pursuant to this Section 9.1
this Agreement shall automatically terminate and be of no further force and
effect, and there shall be no liability hereunder (except if termination occurs
pursuant to clauses (v) or (vi) above).
ARTICLE 10. DELIVERIES AT AND AFTER CLOSING
10.1 Deliveries at Closing.
(a) At Closing, SELLER shall deliver to BUYER:
(i) Certificates for the Stock, together with stock powers duly
endorsed in favor of BUYER;
(ii) A Resignation from each of SELLER's designated Directors
and Officers of BUYER; and
(iii) Executed copies of the Transaction Documents.
(iv) Executed copy of a Rescission Agreement with respect to a Shareholder
Agreement dated as of March 13, 1996.
(b) At Closing, BUYER shall deliver to SELLER:
(i) Executed copies of the Transaction Documents.
(ii) Certificates for the Stock, together with stock powers duly endorsed
in favor of SELLER, pursuant to the Collateral Pledge Agreement.
ARTICLE 11. INDEMNIFICATION
1.1 SELLER's Indemnity of BUYER.
(a) SELLER shall indemnify BUYER and hold it harmless from and
against:
(i) any and all damages, expenses and losses suffered, paid or
incurred, or to be suffered, paid or incurred in the future,
by BUYER arising out of any inaccuracies in or any breach
of any representation, covenant, agreement or warranty on
the part of SELLER herein contained or in any other
Transaction Document; and
(ii) any and all reasonable costs and expenses of BUYER
related to clause (i) above including reasonable attorney's
fees in connection with the prosecution, defense or appeal
of any suit or action in connection therewith.
(All of such items described in paragraphs (i) and (ii) above are
collectively referred to hereinafter as the "BUYER's Loss.")
(b) Whenever it shall come to the attention of BUYER that it has
suffered or incurred, or may suffer or incur, any BUYER's Loss, BUYER
all give prompt written notice to SELLER of such anticipated or
actual loss, damage, cost or expense, and BUYER will permit SELLER,
at SELLER's option and expense, to conduct the defense against
any such claims or actions, and will cooperate with SELLER in such
defense in such manner as SELLER may reasonably request. If SELLER
elect not to, or fail to, defend against such claims or actions,
BUYER shall have the right to defend against such claims or actions
at SELLER's expense. If BUYER shall defend against such claim or
action at SELLER's expense, BUYER agrees that it will not settle or
permit the settlement of any matter giving rise to any BUYER's
Loss without the prior written consent of SELLER (which consent will
not be unreasonably withheld).
(c) BUYER's right to assert a claim against SELLER for indemnification
pursuant to this Section 11.1 shall survive the Closing.
(d) It is expressly agreed that BUYER shall not be entitled to any
indemnification from SELLER whether pursuant to this Section 11.1 or
otherwise arising out of the sale of the Stock to BUYER or the
transaction contemplated by this Agreement, in excess of
the Total Consideration paid to SELLER.
e) BUYER shall use its best efforts to utilize any applicable insurance
to reduce any BUYER's Loss.
11.2 BUYER's Indemnity of SELLER.
(a) BUYER shall indemnify SELLER and hold it harmless from and against:
(i) any and all damages, expenses and losses suffered, paid or
incurred, or to be suffered, paid or incurred in the future,
by SELLER arising out of any inaccuracies in or breach of
any representation, covenant, agreement or warranty on the
part of BUYER herein contained or in any other
Transaction Document;
(ii) any and all reasonable costs and expenses of SELLER
related to clause (i) above including reasonable attorney's
fees in connection with the prosecution, defense or appeal
of any suit or action in connection therewith.
(All of such items described in paragraphs (i) and (ii) above are collectively
referred to hereinafter as the "SELLER's Loss.")
(b) Whenever it shall come to the attention of SELLER that it has suffered
or incurred, or may suffer or incur, any SELLER's Loss, SELLER shall
give prompt written notice to BUYER of such anticipated or actual
loss, damage, cost or expense, and SELLER will permit BUYER, at
BUYER's option and expense, to conduct the defense against any such
claims or actions, and will cooperate with BUYER in such defense in
such manner as BUYER may reasonably request. If BUYER elects not to,
or fails to, defend against such claims or actions, SELLER shall have
the right to defend against such claims or actions at BUYER's expense.
If SELLER shall defend against such claim or actions at BUYER's
expense SELLER agree that it will not settle or permit the settlement
of any matter giving rise to any SELLER's Loss without the prior
written consent of BUYER (which consent will not be unreasonably
withheld).
(c) SELLER's right to assert a claim against BUYER for indemnification
pursuant to this Section 11.2 shall survive the Closing.
(d) It is expressly agreed SELLER shall not be entitled to any
indemnification from BUYER, whether pursuant to this Section 11.2 or
otherwise arising out of the sale of the Stock to BUYER or the
transaction contemplated by this Agreement, in excess of the Total
Consideration.
ARTICLE 12. MISCELLANEOUS
13.1 Notices. Any notice, request, consent or communication under this
Agreement shall be effective only if it is in writing and personally
delivered or sent by a nationally recognized overnight delivery service
with delivery confirmed, or telexed or telecopied, with receipt
confirmed (provided that if telexed or telecopied, with a copy also send
by regular United States mail), or deposited in the United States mail,
with postage prepaid thereon, certified or registered mail, return
receipt requested, addressed as follows:
If to BUYER: American HomeCare Management Corp.
000 Xxxxx Xx-Xxxx
Xxxxxxx, XX 00000
Attn: President
If to SELLER:
Staff Builders, Inc.
0000 Xxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx,
Chief Executive officer
Fax No.: (000) 000-0000
With Copy To:
Staff Builders, Inc.
0000 Xxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Attn: Xxxxx X. Silver
Vice President & General Counsel
Fax No.: (000) 000-0000
or such other persons and/or addresses as shall be furnished in writing by any
party to the other party, and shall be deemed to have been given as of the date
when so personally delivered, or the next day when delivered during business
hours to such overnight delivery service properly addressed or when receipt of
a telex or telecopy is confirmed, or upon the earlier to occur of receipt or
five (5) business days after mailed as provided above, as the case may be,
unless the sending party has actual knowledge that such notice was not received
by the intended recipient.
12.2 Parties in Interest and Assignment.
(a) This Agreement is binding upon and is for the benefit of the parties
hereto and their respective successors and assigns.
(b) Neither this Agreement nor any of the rights (except the right to
receipt of any payment) or duties of any party hereto may be transferred or
assigned to any person except by a written agreement executed by all of the
parties hereto; provided, however, that BUYER may assign its rights or delegate
its duties hereunder to a wholly owned subsidiary of BUYER.
(c) It is expressly agreed that this Agreement is not intended to create
any rights in respect of any third party beneficiaries.
12.3 Modification. This Agreement may not be amended or modified
except by writing signed by an the parties or authorized officer of all of the
parties hereto. No waiver of the performance or breach of, or default under,
any condition or obligation hereof shall be deemed to be a waiver of any other
performance, or breach of, or default under the same or any other condition or
obligation of this Agreement.
12.4 Entire Agreement. This Agreement, together with those
related agreements contemplated by this Agreement, embodies the entire
agreement between the parties hereto and cancels and supersedes all previous
agreements and understandings relating to the subject matter of this Agreement,
written or oral, between the parties hereto. There are no agreements,
representations, or warranties between the parties other than those set forth or
provided herein.
12.5 Execution in Multiple Counterparts. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
12.6 Headings. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
12.7 Governing Law. This Agreement shall be governed by and
construed, interpreted and enforced in accordance with the laws of the State of
Delaware applicable to agreements made and to be performed entirely within such
state, including all matters of enforcement, validity and performance. All
litigation brought or held on the basis of this Agreement shall be brought and
held in the appropriate state or federal court for Nassau County, New York.
12.8 Schedules. All of the Schedules attached hereto are
incorporated herein and made a part of this Agreement by this reference thereto.
12.9 Severability. In case one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, the invalidity or illegality or
unenforceability shall not affect any other provision and this Agreement
shall be construed as if the invalid, illegal or unenforceable provision had
never been contained in it.
12.10 Certain Post Closing Matters. Following the Closing, each
party agrees to cooperate with the other and shall take such actions, deliver
such documents to BUYER and execute such documents as may reasonably be
requested in order to carry out the purpose of this Agreement and the other
Transaction Documents.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
STAFF BUILDERS, INC.
BY: /s/ Xxxxxxx Xxxxxxxx
AMERICAN HOMECARE
MANAGEMENT CORP.
By: /s/ Xxxxx Xxxxxxxx
STOCKPU5/WD/M
