EXHIBIT 10.11
VOID AFTER 5:00 P.M., FLORIDA TIME, ON APRIL 28, 2002 OR, IF NOT A BUSINESS DAY,
AS DEFINED HEREIN, AT 5:00 P.M., FLORIDA TIME, ON THE NEXT FOLLOWING BUSINESS
DAY UNLESS TERMINATED EARLIER AS HEREIN PROVIDED.
WARRANT TO PURCHASE
5,000 SHARES
OF
COMMON STOCK
OF
SOUND ADVICE, INC.
TRANSFER RESTRICTED -- SEE SECTION 2.05
This certifies that, for good and valuable consideration, receipt of which
is hereby acknowledged, ____________________(the "Warrantholder") is entitled to
purchase from Sound Advice, Inc., a corporation incorporated under the laws of
the State of Florida (the "Company"), subject to the terms and conditions hereof
(including, without limitation, the vesting of such purchase right as provided
in Sections 2.03 and 2.04 hereof) and to earlier termination as herein provided,
at any time after the date hereof and before 5:00 P.M., Florida time, April 28,
2002 (or, if such day is not a Business Day, as defined herein, at or before
5:00 P.M., Florida time, on the next following Business Day), 5,000 shares of
Common Stock, $.01 par value, of the Company (the "Common Stock") at the
Exercise Price (as defined herein). The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment as provided in Article III
hereof.
ARTICLE I
SECTION 1.01: DEFINITION OF TERMS. As used in this Warrant, the following
capitalized terms shall have the following respective meanings:
(a) BUSINESS DAY. A day other than a Saturday, Sunday or other day
on which banks in the State of Florida are authorized by law to remain closed.
(b) COMMON STOCK. Common Stock, $.01 par value per share, of the
Company.
(c) EXERCISE PRICE. $1.89 per Warrant Share, as such price may be
adjusted from time to time pursuant to Article III hereof.
(d) EXPIRATION DATE. 5:00 P.M., Florida time, on April 28, 2002, or
such earlier date as provided in Section 2.06 hereof.
(e) PERSON. An individual, partnership, joint venture, limited
liability company, corporation, trust, unincorporated organization or government
or any department or agency thereof.
(f) SEC. The Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
(g) SECURITIES ACT. The Securities Act of 1933, as amended.
(h) WARRANT. This Warrant and other warrants that may be issued in
its place (together evidencing the right to purchase an aggregate of 5,000
shares of Common Stock).
(i) WARRANTHOLDER. _______________ in whose name this Warrant is
registered upon the books to be maintained by the Company for that purpose.
(j) WARRANT SHARES. Common Stock purchasable upon exercise of
the Warrant.
ARTICLE II
DURATION AND EXERCISE OF WARRANT
SECTION 2.01: DURATION OF WARRANT. Subject to all of the terms and
conditions contained herein (including, without limitation, those covering the
vesting of the right to purchase any and all of the Warrant Shares as set forth
in Sections 2.03 and 2.04 and the earlier termination of this Warrant as set
forth in Section 2.06), the vested portion of this Warrant may be exercised by
the Warrantholder in whole or in part from time to time, but only on or after
the date of this Warrant and before 5:00 P.M., Florida time, on the Expiration
Date (or, if such day is not a Business Day, at or before 5:00 P.M. Florida
time, on the next following Business Day). If this Warrant is not exercised at
or before 5:00 P.M., Florida time, on the Expiration Date, it shall become void
and all rights hereunder shall thereupon cease.
SECTION 2.02: MANNER OF EXERCISE OF WARRANT.
(a) The Warrantholder may exercise any vested portion of this
Warrant, in whole or in part, upon surrender of this Warrant with the
Subscription Form hereon duly executed to the Company at its corporate office in
Dania, Florida, together with the full Exercise Price for each Warrant Share to
be purchased in lawful money of the United States or paid by certified check,
bank draft or postal or express money order payable in United States Dollars to
the order of the Company and upon compliance with and subject to the conditions
set forth herein.
(b) Upon receipt of this Warrant with the Subscription Form duly
executed and accompanied by payment of the aggregate Exercise Price for the
Warrant Shares for which this Warrant is then being exercised, the Company will
cause to be issued certificates for the total number of whole shares of Common
Stock for which this Warrant is being exercised (adjusted to reflect the effect
of the anti-dilution provisions contained in Article III hereof, if any, and as
provided in Section 4.04 hereof) in such denominations as are required for
delivery to the Warrantholder, and the Company shall thereupon deliver such
certificates to the Warrantholder. If at the time this Warrant is exercised, a
2
registration statement is not in effect to register under the Securities Act the
Warrant Shares issuable upon exercise of this Warrant, the Company may require
the Warrantholder to make such investment intent and other representations and
covenants and may place such legends on certificates representing the Warrant
Shares, as may be required by the Securities Act and the rules and regulations
promulgated thereunder or by the SEC and/or as may be reasonably required in the
opinion of counsel to the Company to permit the Warrant Shares to be issued
without such registration.
(c) In case the Warrantholder shall exercise this Warrant with
respect to less than all of the shares of Common Stock that may be purchased
under this Warrant, the Company will execute a new warrant in the form of this
Warrant for the balance of the shares of Common Stock that may be purchased upon
exercise of this Warrant and deliver such new warrant to the Warrantholder.
(d) The Company covenants and agrees that it will pay when due and
payable any and all taxes which may be payable in respect of the issue of this
Warrant or in respect of the issue of any Warrant Shares. Notwithstanding the
foregoing, the Company shall not, however, be required to pay any tax imposed on
income or gross receipts or any tax which may be payable in respect of any
transfer involved in the issuance or delivery of this Warrant or of Warrant
Shares in a name other than that of the Warrantholder at the time of surrender
and, until the payment of such tax, shall not be required to issue such Warrant
Shares.
SECTION 2.03: VESTING OF WARRANT. Notwithstanding anything to the contrary
contained herein, this Warrant shall only be exercisable to the extent that this
Warrant has vested as provided in this Section 2.03 or Section 2.04 below.
Subject to such further limitations as are provided for herein, this Warrant
shall vest as hereinafter set forth, if at all (and be exercisable once vested),
upon and only to the extent that after the date of this Warrant the market price
(as hereinafter defined) of a share of Common Stock shall reach the following
values: (i) one-third (1/3) of this Warrant shall vest when and only if the
market price equals or exceeds $4.00 per share; (ii) two-thirds (2/3) of this
Warrant shall vest when and only if the market price equals or exceeds $5.00 per
share; and (iii) all of this Warrant shall vest when and only if the market
price equals or exceeds $6.50 per share. For purposes of determining whether and
when (if at all) the market price equals or exceeds the foregoing prices, the
"market price" shall be deemed to be the average of the closing sales price (or,
in the absence of reported sales on any day, the mean between the reported
closing bid and asking prices) of a share of Common Stock on the NASDAQ National
Market (or in lieu thereof such other securities exchange that the Company's
Common Stock is listed or quoted) in any period of thirty (30) consecutive
business days after the date of this Warrant.
Notwithstanding the vesting schedule set forth above or the accelerated
vesting provided in Section 2.04 below, Warrantholder shall not become vested in
any part of this Warrant subsequent to the termination of the Warrantholder's
serving as a director of the Company regardless of any exercise period provided
in Section 2.06 below.
3
SECTION 2.04: ACCELERATED VESTING. Notwithstanding anything to the
contrary contained herein (including the vesting schedule set forth in Section
2.03 above) and to the extent that this Warrant has not previously fully vested,
this Warrant shall fully (100%) vest and become exercisable in full immediately
upon the earlier to occur of (i) a change of control (as defined below) or (ii)
April 29, 2001.
A "change in control" shall be deemed to have occurred upon any of the
following events: (i) the acquisition in one or more transactions by any
"person" (as the term person is used for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "beneficial
ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
fifteen percent (15%) or more of the combined voting power of the Company's then
outstanding voting securities (the "Voting Securities"), provided, however, that
for purposes hereof, the Voting Securities acquired (by sale, merger,
consolidation or in any other manner) from the Company by any person shall be
excluded from the determination of such person's beneficial ownership of Voting
Securities (but such Voting Securities shall be included in the calculation of
the total number of Voting Securities then outstanding); or (ii) the individuals
who, as of the date hereof, are members of the Board of Directors of the Company
(the "Incumbent Board") cease for any reason to constitute more than one-half of
the Board; provided, however, that, if the election, or nomination for election
by the Company's shareholders, of any new director was approved by a vote of
more than one-half of the Incumbent Board, such new director shall, for purposes
hereof, be considered as a member of the Incumbent Board; or (iii) approval by
shareholders of the Company of (A) a merger or consolidation involving the
Company if the shareholders of the Company immediately before such merger or
consolidation do not own, directly or indirectly immediately following such
merger or consolidation, more than one-half of the combined voting power of the
outstanding voting securities of the corporation resulting from such merger or
consolidation in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger or consolidation (unless,
however, the event described in subparagraph (ii) above does not occur in
connection therewith) or (B) a complete liquidation or dissolution of the
Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company; provided, however, that,
notwithstanding the foregoing, (x) a change in control shall not be deemed to
occur solely because fifteen percent (15%) or more of the then outstanding
Voting Securities is acquired by (1) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its subsidiaries, (2) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the shareholders of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition or (3) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any other person who, as of December 14, 1994,
directly or indirectly beneficially owned 5% or more of the Voting Securities of
the Company, and (y) a change in control shall not be deemed to occur solely
because any person (the "Subject Person") acquired beneficial ownership of more
than the permitted amount of the outstanding Voting Securities as a result of
the acquisition of Voting Securities by the Company which, by reducing the
number of Voting Securities outstanding, increases the proportional number of
shares beneficially owned by the Subject Person, provided that if a change in
control would occur (but for the operation
4
of this sentence) as a result of the acquisition of Voting Securities by the
Company and, after such share acquisition by the Company, the Subject Person
becomes the beneficial owner of any additional Voting Securities which increases
the percentage of the then outstanding Voting Securities beneficially owned by
the Subject Person, then a change in control shall occur.
SECTION 2.05: NON-TRANSFERABILITY OF WARRANT. This Warrant shall not be
sold, transferred, pledged, hypothecated, encumbered or otherwise dispose of by
Warrantholder other than a transfer by Warrantholder by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employment Retirement Income Security Act,
or the rules thereunder (but subject, however, to all of the other provisions
hereof), and, except with respect to a qualified domestic relations order as
aforesaid, may be exercised during Warrantholder's lifetime only by
Warrantholder. If any part of this Warrant is exercised after Warrantholder's
death, the Company may require evidence reasonably satisfactory to it of the
appointment and qualification of Warrantholder's personal representatives and
their authority and of the right of any heir or distributee to exercise this
Warrant.
SECTION 2.06: TERMINATION. Notwithstanding the Expiration Date of April
28, 2002 previously set forth in Section 2.01: (a) if the Warrantholder no
longer serves as a director of the Company for any reason whatsoever [including,
without limitation, as a result of disability, voluntary resignation within 60
days after a change in control or retirement (provided that for purposes hereof
"retirement" shall mean voluntarily resigning as a director of the Company after
Warrantholder has reached the age of 65)] other than as a result of
Warrantholder=s death or as described in item (c) or (d) below; the Expiration
Date shall become for all purposes hereof 5:00 P.M., Florida time, on the date
that is two (2) years after the date Warrantholder no longer serves as a
director of the Company; or (b) in the event of the death of Warrantholder prior
to any event described in item (a) above or item (c) or (d) below, the
Expiration Date shall become for all purposes hereof 5:00 P.M., Florida time, on
the date that is two (2) years after the date of the death of Warrantholder; or
(c) in the event Warrantholder has been removed as a director for cause, the
Expiration Date shall become for all purposes 5:00 p.m. Florida time, on the
date of such removal; or (d) in the event that Warrantholder no longer serves as
a director of the Company as a result of the Warrantholder's voluntary
resignation as a director other than within sixty (60) days after a change in
control or as a result of retirement, the Expiration Date shall become for all
purposes hereof 5:00 p.m., Florida time, on the date that is three (3) months
after the date Warrantholder no longer serves as a director of the Company;
provided that, if Warrantholder shall die during such three-month period, the
Expiration Date shall become for all purposes hereof 5:00 p.m., Florida time, on
the date that is six (6) months following the issuance of letters testamentary
or letters of administration to the personal representative(s), executor(s) or
administrator(s) of the deceased Warrantholder, but in no event later than one
year after the Warrantholder's death.
5
ARTICLE III
ADJUSTMENT OF SHARES OF COMMON STOCK
PURCHASABLE AND OF EXERCISE PRICE
The Exercise Price and the number and kind of Warrant Shares shall be
subject to adjustment from time to time upon the happening of certain events as
provided in this Article III.
SECTION 3.01: MECHANICAL ADJUSTMENTS. In the event of any stock split,
stock dividend, reclassification or recapitalization which changes the character
or amount of the Company's outstanding Common Stock prior to the full exercise
of this Warrant, the Company shall make such adjustments in the character and
number of Warrant Shares subject to this Warrant, in the Exercise Price and in
the market prices of the vesting schedule set forth in Section 2.03 as shall be
equitable and appropriate in order to make this Warrant, as nearly as may be
practicable, equivalent to this Warrant immediately prior to such change;
PROVIDED, however, that no such adjustment shall give any Warrantholder any
additional benefits under this Agreement.
SECTION 3.02: NO ADJUSTMENT FOR CASH DIVIDENDS. No adjustment in respect
of any cash dividends shall be made during the term of this Warrant or upon the
exercise of this Warrant.
SECTION 3.03: FORM OF WARRANT AFTER ADJUSTMENTS. The form of this Warrant
need not be changed because of any adjustments in the Exercise Price or the
number or kind of the Warrant Shares, and Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in this Warrant, as initially issued.
ARTICLE IV
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER
SECTION 4.01: NO RIGHTS AS SHAREHOLDER. Nothing contained in this Warrant
shall be construed as conferring upon the Warrantholder or any permitted
assignee the right to vote or to receive dividends or to consent or to receive
notice as a shareholder in respect of any meeting of shareholders for the
election of directors of the Company or any other matter, or any rights
whatsoever as a shareholder of the Company, unless and until certificates for
Warrant Shares are issued to the Warrantholder upon the exercise of this Warrant
as and to the extent permitted hereunder.
SECTION 4.02: LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this
Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
as to indemnity or otherwise as it may in its discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination and tenor as and in substitution for this Warrant.
6
SECTION 4.03: RESERVATION OF SHARES.
(a) The Company covenants and agrees that at all times it shall
reserve and keep available for the exercise of this Warrant such number of
authorized shares of Common Stock as are sufficient to permit the exercise in
full of this Warrant.
(b) The Company covenants that all shares of Common Stock issued on
exercise of this Warrant will be validly issued, fully paid, nonassessable and
free of preemptive rights.
SECTION 4.04: NO FRACTIONAL SHARES. Anything contained herein to the
contrary notwithstanding, the Company shall not be required to issue any
fraction of a share in connection with the exercise of this Warrant, and in any
case where the Warrantholder would, except for the provisions of this Section
4.04, be entitled under the terms of this Warrant to receive a fraction of a
share upon the exercise of this Warrant, the Company shall, upon the exercise of
this Warrant and receipt of the Exercise Price, issue the larger number of whole
shares purchasable upon exercise of this Warrant. The Company shall not be
required to make any cash or other adjustment in respect of such fraction of a
share to which the Warrantholder would otherwise be entitled.
SECTION 4.05: WITHHOLDING TAX. The Company shall be entitled to require as
a condition of delivery of any Warrant Shares acquired upon exercise hereunder
that the Warrantholder remit or, in the appropriate cases, agree to remit when
due an amount sufficient to satisfy all federal, state and local withholding tax
requirements relating thereto.
ARTICLE V
TREATMENT OF WARRANTHOLDER
SECTION 5.01: Prior to due presentment for registration of transfer of
this Warrant, the Company may deem and treat the Warrantholder as the absolute
owner of this Warrant (notwithstanding any notation of ownership or other
writing hereon) for the purpose of any exercise hereof and for all other
purposes and the Company shall not be affected by any notice to the contrary.
ARTICLE VI
DISCLOSURES
SECTION 6.01: DISCLOSURES. By acceptance of delivery of this Warrant, the
Warrantholder acknowledges, represents, warrants, covenants and/or agrees as
follows:
(a) That as a director of the Company he is very familiar with the
business and operations of the Company and has examined or has had an
opportunity to examine before the date hereof all SEC filings and reports of the
Company (including its Form 10-K's, Form 10-Q's and Proxy Statements) and other
7
applicable documents, records and books and such other applicable information as
are available and relevant to the issuance of the Warrant, the Warrant Shares,
the Company and its business and operations and to enable him to the extent
possible to verify the accuracy of any information, documents, records or books
provided to him.
(b) That no assurances, representations or warranties of any kind or
nature whatsoever relating to the profit or loss that are to be realized, if
any, by him as a result of the issuance of the Warrant or Warrant Shares to him
have been made to him by the Company or any officer, agent or employee of the
Company. With respect to the tax aspects of the issuance of the Warrant or
Warrant Shares to him, that he is relying solely upon the advice of his own tax
advisors and upon his knowledge with respect thereto in determining the tax
affect of such issuance.
(c) That he has had an opportunity to ask questions of and receive
answers from the Company and its management and/or a person or persons
authorized to act on the Company's behalf concerning the terms and conditions of
this Warrant and the Company and its business and operations, and all such
questions have been answered to his full satisfaction.
(d) That he understands that this Warrant and as of the date hereof
the Warrant Shares have not been registered under the Securities Act or any
state securities laws in reliance on exemptions therefrom for non-public
offerings and further understands that this Warrant and the Warrant Shares have
not been approved or disapproved by the SEC, any state securities administrator
or any other federal or state agency.
(e) That he is knowledgeable and experienced in financial and
business matters and is capable of evaluating the merits and risks in connection
with the issuance of this Warrant and his exercise thereof without the services
of a purchaser representative.
(f) That he is acquiring this Warrant for his own account, for
investment purposes only and not with a view to the sale or other distribution
thereof, in whole or in part or directly or indirectly, and is aware that there
are substantial restrictions herein and under the Securities Act on the
transferability of this Warrant and the Warrant Shares.
(g) That the proceeds received by the Company from the sale of
Warrant Shares pursuant to this Warrant may be commingled with any other
corporate funds and used for any corporate purposes.
(h) That neither this Warrant nor the rights granted to
Warrantholder hereunder shall confer on Warrantholder any right to continue as a
director of the Company or limit in any respect the rights of the shareholders
of the Company (in the absence of a specific written agreement or a specific
limitation provided by law or pursuant to the Company's articles of
incorporation or by-laws, as amended, to the contrary) to terminate
Warrantholder's directorship at any time with or without cause.
8
ARTICLE VII
OTHER MATTERS
SECTION 7.01: SUCCESSORS AND ASSIGNS. All the covenants and provisions of
this Warrant by or for the benefit of the Company or the Warrantholder shall
bind and inure to the benefit of its or his respective successors, heirs, legal
representatives and permitted assigns hereunder.
SECTION 7.02: AMENDMENTS AND WAIVERS. The provisions of this Warrant,
including the provisions of this sentence, may not be amended, modified or
supplemented except by a writing executed by the Company and the Warrantholder,
and any waiver or consents to departures from the provisions hereof may not be
given except in writing by the party so waiving or consenting.
SECTION 7.03: GOVERNING LAW. This Warrant shall be governed by and
construed in accordance with the laws of the State of Florida.
SECTION 7.04: SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provisions in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
SECTION 7.05: INTEGRATION/ENTIRE AGREEMENT. This Warrant is intended by
the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This Warrant
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
SECTION 7.06: ATTORNEY'S FEES. In any action or proceeding brought to
enforce any provisions of this Warrant, or where any provisions hereof is
validly asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees and disbursements before and at trial and at all
appellate levels in addition to its other costs and expenses and any other
available remedies.
SECTION 7.07: NOTICES. Notice or demand pursuant to this Warrant to be
given or made by the Warrantholder to or on the Company shall be sufficiently
given or made if sent by certified or registered mail, return receipt requested
and postage prepaid, addressed, until another address is designated in writing
by the Company, as follows:
Sound Advice, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President.
Any notice or demand authorized by this Warrant to be given or made by the
Company to or on the Warrantholder shall be sufficiently given or made if sent
by certified or registered mail, return receipt requested and postage prepaid,
9
to the Warrantholder at his last known address as it shall appear on the books
of the Company.
SECTION 7.08: PRONOUNS. Wherever from the context it appears appropriate,
each term stated in either the singular or the plural shall include the singular
and the plural, and pronouns stated in the masculine, the feminine or the neuter
gender shall include the masculine, feminine and neuter.
SECTION 7.09: HEADINGS. The Article and Section headings herein are for
convenience only and are not part of this Warrant and shall not affect the
interpretation thereof.
IN WITNESS WHEREOF, this Warrant has been duly executed by an authorized
officer of the Company effective as of the 29th day of April, 1997.
SOUND ADVICE, INC.
By:____________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
The undersigned hereby acknowledges and accepts the delivery by the
Company to him of this Warrant and agrees to be bound by and comply with all of
the terms, conditions and provisions hereof.
_______________________________
_______________________________
Address
10
SUBSCRIPTION FORM
TO BE EXECUTED BY THE WARRANTHOLDER IF HE DESIRES
TO EXERCISE THE WARRANT IN WHOLE OR IN PART:
To: Sound Advice, Inc.
The undersigned, __________________________________________,
(Name of Warrantholder)
(_________________________________________)
(Please insert Social Security or other
identifying number of Warrantholder)
hereby irrevocably elects to exercise the right of purchase represented by the
within Warrant for, and to purchase thereunder, ___________ shares of Common
Stock provided for therein and tenders payment herewith to the order of Sound
Advice, Inc. in the amount of $_________. The undersigned requests that
certificates for such shares of Common Stock be issued as follows:
Name:____________________________________________________________
Address:_________________________________________________________
Deliver to:______________________________________________________
Address:_________________________________________________________
and, if said number of shares of Common Stock shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant for the balance remaining
of the shares of Common Stock purchasable under the within Warrant be registered
in the name of, and delivered to, the undersigned at the address stated below:
Address:_________________________________________________________
Date:_________________________
Signature:_______________________
Note: The signature of this
Subscription Form must correspond
with the name as written upon the
face of this Warrant in every
particular, without alteration or
enlargement or any change
whatsoever.