EXHIBIT 99.2
AGREEMENT TO PURCHASE AND SELL STOCK
This Agreement to Purchase and Sell Stock (the "Agreement") is made and
entered into as of the 22nd day of March, 2001, by and between Xxxxxx X. Xxxx,
in his capacity as the Executor of the Estate of J. R. Xxxxxxxx, Jr. (the
"Estate"), and NBC Capital Corporation, a Mississippi corporation ("NBC").
WITNESSETH:
WHEREAS, the Estate owns 20,172 issued and outstanding shares of common stock
of NBC (the "Shares"); and
WHEREAS, the Estate desires to sell the Shares, and NBC desires to purchase
the Shares for $25.10 per share (the "Purchase Price") on the terms hereinafter
set forth;
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained herein the parties hereto agree as follows:
SECTION 1
AGREEMENT TO PURCHASE AND SELL
1.1 Agreement to Sell. The Estate hereby agrees to sell, transfer and convey
the Shares to NBC, and NBC hereby agrees to purchase the Shares from the Estate.
On or before April 16, 2001, and upon two days' prior notice from the Estate to
NBC (the "Sale Date"), the Estate agrees to deliver to NBC stock certificates
representing all of the Shares endorsed in blank by the Estate. On the Sale
Date, the Estate will also deliver to NBC a certificate, executed by the
Executor of the Estate, to the effect that the representations and warranties of
the Estate set forth in this Agreement continue to be true, correct and complete
as of the Sale Date.
1.2 Payment of the Purchase Price. NBC hereby agrees that on the Sale Date
and simultaneously with the delivery of stock certificates in accordance with
Section 1.1 hereof, NBC will pay to the Estate, either by an official check or
wire transfer of immediately available funds to an account designated by the
Estate, $506,317.20, representing the aggregate purchase price for the Shares.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE ESTATE
The Estate hereby makes the following representations and warranties to NBC:
2.1 Proper authorization. Xxxxxx X. Xxxx is duly authorized to execute,
deliver and perform this Agreement on behalf of the Estate. The execution,
delivery and performance of this Agreement do not require the prior consent of
any governmental authority, person or entity, except for any necessary consents
that have been obtained. The execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated by this
Agreement do not: (i) violate or result in a breach of or default or
acceleration under any organizational documents of the Estate, or any instrument
or agreement to which the Estate is a party or is bound; (ii) violate any
judgment, order, injunction, decree or award against or binding upon the Estate;
or (iii) violate any law or regulation of any jurisdiction relating to the
Estate.
2.2 Binding nature of this Agreement. This Agreement is a valid and binding
obligation of the Estate enforceable in accordance with its terms, except as the
enforceability hereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application relating to or
affecting enforcement of creditors rights and the application of equitable
principles in any action, legal or equitable.
2.3 Ownership of the Shares. Each of the Shares is owned by the Estate free
and clear of all liens, encumbrances, pledges, adverse claims or defects in
title. The Estate represents that the delivery by the Estate to NBC of
certificates representing the Shares, as provided in Section 1.1 of this
Agreement, will pass good and marketable title to the Shares to NBC, free and
clear of all liens, encumbrances, claims and equities of every kind. There are
no outstanding warrants, options, rights, calls or other commitments of any
nature relating to the Shares.
2.4 No fees or commissions. Neither the Estate nor any party acting on
behalf of the Estate has paid or become obligated to pay any fee or commission
to any broker, finder or intermediary for or on account of the transactions
contemplated herein, with the exception of a pro-rata allocation of the fees due
to Xxxxxx Capital Advisors for the NBC stock evaluation completed for Xxxxx X.
Xxxxx and Xxxxx X. Xxxxx.
2.5 No solicitation. The Estate approached NBC with a proposal to sell the
Shares, including the amount of the Purchase Price.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF NBC
NBC hereby makes the following representations and warranties to the Estate:
3.1 Organization of NBC. NBC is a corporation duly organized, validly
existing and in good standing under the laws of the State of Mississippi with
full corporate power and authority to carry on the business in which it is
engaged, to own, lease and operate its properties, and to enter into and perform
its obligations under this Agreement,
3.2 Authorization of Agreement. The execution, delivery and performance of
this Agreement have been duly authorized and approved by all necessary corporate
action on the part of
NBC. This Agreement is a valid and binding obligation of NBC enforceable in
accordance with its terms, except as the enforceability hereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application relating to or affecting enforcement of creditors rights and
the application of equitable principles in any action, legal or equitable.
3.3 No Finder. Neither NBC nor any party acting on behalf of NBC has paid or
become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of the transactions contemplated herein, except
for fees required to be paid for the delivery of a fairness opinion to the NBC
Board of Directors.
3.4 Regulatory Approvals. All approvals by governmental authorities required
for NBC to enter into this Agreement and to consummate the transaction
contemplated hereby have been received by NBC, and NBC has filed all required
notices with all applicable regulatory authorities.
SECTION 4
MISCELLANEOUS
4.1 Survival of Representation and Warranties. The representations and
warranties contained in this Agreement shall continue to survive forever.
4.2 Expenses. Each party to this Agreement will pay its own expenses, income
and other taxes, and costs (including, without limitation, the fees,
disbursements, and expenses of its attorneys, accountants, and consultants)
incurred by it in negotiating, preparing, closing, and carrying out this
Agreement, the transactions contemplated by this Agreement, and in obtaining any
necessary regulatory approvals.
4.3 Governing Law. The validity, interpretation, and performance of this
Agreement will be determined in accordance with the laws of the State of
Mississippi applicable to contracts made and to be performed wholly within that
State.
4.4 Counterparts. The Agreement may be executed in counterparts, each of
which will be deemed an original, but both of which together shall constitute
but one and the same instrument.
4.5 Headings. The headings, subheadings, and captions in this Agreement and
in any exhibit hereto are for reference purposes only and are not intended to
affect the meaning or interpretation of this Agreement.
4.6 Entire Agreement. This Agreement contains the entire agreement between
the parties hereto with respect to its subject matter and supersedes all
negotiations, prior discussions, agreements, arrangements, and understandings,
written or oral, relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered as of the day and year first above written.
SIGNATURES OMITTED
