STANDBY PURCHASE AGREEMENT
This
Standby Purchase Agreement (this “Agreement”), dated as
of ________, 2009, is entered into by and between Center Bancorp, Inc., a New
Jersey corporation (the “Company”), on the one
hand, and Xxxxx X. Xxxxxxx (“Xxxxxxx”), the
following entities: Xxxxxxx and Associates, LLC, Xxxxxxx Investment
Partnership, LP, Xxxxxxx Investment Partnership II, LP, Broad Park Investors,
LLC, Chewy Gooey Cookies, LP, Berggruen Holdings North America, Ltd. and LSBK
06-08, LLC (such entities collectively referred to as the “Xxxxxxx Affiliates”),
Xxxxxxx Xxxxxxx (“Xxxxxxx”), Xxxxxx
Xxxxxxxxx (“Xxxxxxxxx”), and
Xxxxxx Xxxxxxx (“Xxxxxxx”) (Xxxxxxx,
the Xxxxxxx Affiliates, Vanaria, Schechter, and Xxxxxxx collectively referred to
as the “Standby
Purchaser”), on the other hand.
WHEREAS,
the Company proposes, as soon as practicable after the Rights Offering
Registration Statement (as defined herein) becomes effective, to commence an
offering to each of the holders of its common stock, no par value (the “Common Stock”), of
record as of the close of business on the record date to be determined by the
Company’s Board of Directors or a committee of such Board (the “Record Date”), of
non-transferable rights (the “Rights”) to subscribe
for and purchase additional shares of Common Stock (the “New Shares”) at a
subscription price per share to be determined by the Board or such committee,
which is expected to be at a discount to the average market price for a
specified number of trading days prior to the Record Date (the “the “Subscription Price”),
for an aggregate offering amount of up to $11,000,000 (such offering, the “Rights Offering”);
and
WHEREAS,
pursuant to the Rights Offering, the Company will distribute to each of its
shareholders of record, at no charge, one Right for each share of Common Stock
held by the stockholder of record as of the Record Date, and each Right will
entitle the holder thereof to purchase a fraction of a New Share from the
Company (with fractional shares rounded down to the nearest whole share) at the
Subscription Price (the “Basic Subscription
Privilege”); and
WHEREAS,
each holder of Rights who exercises its Basic Subscription Privilege in full
will be entitled to subscribe for, at the Subscription Price, Unsubscribed
Shares (as defined herein) to the extent that other holders of Rights do not
exercise all of their respective Basic Subscription Privileges (the “Over-Subscription
Privilege”); and
WHEREAS,
in order to facilitate the Rights Offering, the Company has requested the
Standby Purchaser to agree, and the Standby Purchaser has agreed, subject to the
terms and conditions of this Agreement, that, to the extent New Shares are not
purchased by the Company’s shareholders pursuant to the exercise of Rights, the
Standby Purchaser shall be deemed to have exercised such Rights immediately
prior to the expiration of the Offering Period and shall purchase such shares
from the Company at the Subscription Price (the “Unsubscribed
Shares”); and
WHEREAS,
Xxxxxxx, Xxxxxxx and Xxxxxxxxx are directors of the Company and they, along with
the Xxxxxxx Affiliates and Xxxxxxx, are existing shareholders of the
Company.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained and other good and valuable consideration, the Company and the Standby
Purchaser, intending to be legally bound hereby, agree as follows:
Section 1. Definitions.
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(a)
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Certain Defined Terms.
The following terms used herein shall have the meanings set forth
below:
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(i) “Agreement” has the
meaning set forth in the preamble hereto.
(ii) “Basic Subscription
Privilege” has the meaning set forth in the recitals hereto.
(iii) “Board” means the
Board of Directors of the Company.
(iv) “Business Day” shall
mean any day that is not a Saturday, a Sunday, or a day on which banks are
required or permitted to be closed in the State of New Jersey.
(v) “Closing” has the
meaning set forth in Section 2(b).
(vi) “Closing Date” has the
meaning set forth in Section 2(b).
(vii) “Commission” means the
United States Securities and Exchange Commission.
(viii) “Common Stock” has the
meaning set forth in the recitals hereto.
(ix) “Company” has the
meaning set forth in the preamble hereto.
(x) “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the Commission thereunder.
(xi)
“New Shares”
shall have the meaning set forth in the recitals hereto.
(xii) “Offering Period”
means the period of time from the commencement of the Rights Offering until the
expiration of the Rights Offering.
(xiii) “Over-Subscription
Privilege” has the meaning set forth in the recitals hereto.
(xiv) “Person” means an
individual, corporation, partnership, association, joint stock company, limited
liability company, joint venture, trust, governmental entity, unincorporated
organization or other legal entity.
(xv) “Record Date” has the
meaning set forth in the recitals hereto.
(xvi) “Rights” has the
meaning set forth in the recitals hereto.
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(xvii) “Rights Offering” has
the meaning set forth in the recitals hereto.
(xviii) “Rights Offering Expiration
Date” means the date on which the subscription period under the Rights
Offering expires.
(xix) “Rights Offering Registration
Statement” means the Company’s Registration Statement on Form S-3 under
the Securities Act or such other appropriate form under the Securities Act,
pursuant to which the Rights and the New Shares will be registered pursuant to
the Securities Act.
(xx) “Rules and
Regulations” means the rules and regulations promulgated under the
Securities Act.
(xxi) “Securities Act” means
the Securities Act of 1933, as amended and the rules and regulations promulgated
by the Commission thereunder.
(xxii) “Standby Purchase
Commitment” means the number of New Shares allocated to the Standby
Purchaser by the Company at the Standby Purchase Commitment Price following the
close of the Offering Period pursuant to the terms of this
Agreement.
(xxiii) “Standby Purchase Commitment
Price” means the Subscription Price.
(xxiv) “Standby Purchaser”
has the meaning set forth in the preamble hereto.
(xxv) “Subscription Agent”
means Registrar and Transfer Company.
(xxvi) “Subscription Price”
has the meaning set forth in the recitals hereto.
(xxvii) “Unsubscribed Shares”
has the meaning set forth in the recitals hereto.
Section 2. Standby
Purchase Commitment.
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(a)
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Standby Purchase
Commitment.
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(i) If
and to the extent Unsubscribed Shares are not purchased by the Company’s
shareholders pursuant to the exercise of Rights (including both the Basic
Subscription Privilege and the Over-Subscription Privilege) under the Rights
Offering, the Standby Purchaser shall be deemed to have exercised such remaining
Rights immediately prior to the expiration of the Rights Offering and shall be
entitled to, and hereby agrees to, purchase from the Company, and the Company
hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all
such remaining Unsubscribed Shares. The Standby Purchaser also hereby
agrees to exercise all of its Basic Subscription Privileges and
Over-Subscription Privileges in full. Notwithstanding the foregoing,
the Company shall not be required to issue any New Shares to the Standby
Purchaser, and the Standby Purchaser shall not be required to purchase such New
Shares, to the extent the issuance and sale of such New Shares would require the
approval (the “Approvals”) of the
Company’s shareholders or any bank regulatory or other governmental authority
under applicable law. If any Approvals are required for the issuance
and sale of any New Shares to the Standby Purchaser, then the Company shall be
required to sell to the Standby Purchaser, and the Standby Purchaser shall be
required to purchase from the Company hereunder, only such number of New Shares
as may be sold to the Standby Purchaser without obtaining the
Approvals.
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(ii) The
Standby Purchaser and the Company hereby agree that it is the intent of both
parties that the Standby Purchaser, by virtue of acting hereunder, shall not be
deemed an “underwriter” within the definition of Section 2(a)(11) of the
Securities Act or deemed to be engaged in broker-dealer activity requiring
registration under Section 15 of the Exchange Act, and the Standby
Purchaser and Company shall in the fulfillment of their obligations hereunder
act in accordance with this mutual understanding.
(b) Closing. On the basis of the
representations and warranties and subject to the terms and conditions herein
set forth, the closing of the purchase and sale of the Standby Purchase
Commitment (the “Closing”) shall take
place at the Roseland, New Jersey offices of Xxxxxxxxxx Xxxxxxx PC, at
10:00 a.m., New Jersey time, on or before the third Business Day after the
Rights Offering Expiration Date; provided that the Closing may take place at
such other place, time or date as shall be mutually agreed upon by the Company
and the Standby Purchaser (the date of the Closing, the “Closing
Date”).
(c) Deliveries at
Closing.
(i) At
the Closing, the Company shall deliver to the Standby Purchaser a certificate or
certificates in book-entry form, registered in the name of the Standby
Purchaser, representing the Standby Purchase Commitment. The certificate or
certificates for the Standby Purchase Commitment shall be registered in such
names and in such denominations as the Standby Purchaser may request not less
than two Business Days prior to the Closing Date.
(ii) At
the Closing, the Standby Purchaser shall deliver to the Company the Standby
Purchase Commitment Price for the Standby Purchase Commitment, which shall be
paid by the Standby Purchaser to the Company in U.S. federal (same day) funds to
an account designated in writing by the Company at least two Business Days prior
to the Closing Date.
Section 3. Representations
and Warranties of the Standby Purchaser. The Standby Purchaser
represents and warrants to the Company, as of the date hereof and as of the
Closing Date, as follows:
(a) Due
Authorization. The Standby Purchaser has the requisite power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby and the execution and delivery by the Standby Purchaser of
this Agreement, the purchase of the Standby Purchase Commitment and the
consummation of the transactions contemplated hereby (a) are within the power
and authority of the Standby Purchaser and (b) with respect to the Xxxxxxx
Affiliates, have been duly authorized by all necessary action of such Xxxxxxx
Affiliates. This Agreement has been duly and validly executed and delivered by
the Standby Purchaser. Assuming the due authorization, execution and delivery by
the Company of this Agreement, this Agreement constitutes a valid and binding
obligation of the Standby Purchaser enforceable against it in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to
enforcement of creditors’ rights generally, and general equitable principles
relating to the availability of remedies and the public policy underlying such
laws.
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(b) No
Conflicts. The execution, delivery and performance of this
Agreement by the Standby Purchaser, the purchase of the Standby Purchase
Commitment and the compliance by the Standby Purchaser with the terms of this
Agreement do not and will not conflict with and do not result and will not
result in any breach or violation of any of the terms or provisions of, and do
not constitute and will not constitute a default under, (i) the
organizational documents of the Xxxxxxx Affiliates, (ii) any agreement or
instrument to which the Standby Purchaser is a party or by which it is bound or
to which its respective property is subject, or (iii) any statute,
judgment, decree, order, rule or regulation applicable to the Standby Purchaser
of any government, arbitrator, court, regulatory body or administrative agency
or other governmental agency or body, domestic or foreign, having jurisdiction
over the Standby Purchaser or its activities or properties.
(c) No Consent. No authorization,
approval, consent or license of any government, governmental instrumentality or
court, domestic or foreign (other than under the Securities Act and the
securities or blue sky laws of the various states) or of any other Person is
required for the purchase by the Standby Purchaser of the shares of Common Stock
underlying the Standby Purchase Commitment, if any, to be purchased by the
Standby Purchaser hereunder and the consummation by such Standby Purchaser of
the transactions contemplated by this Agreement.
(d) Information. The
Standby Purchaser and its advisers have been furnished with all materials
relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the New Shares which have been requested by
such Standby Purchaser or its advisers. The Standby Purchaser is familiar with
the business in which the Company is engaged, and based upon its knowledge and
experience in financial and business matters, the Standby Purchaser is familiar
with investments of the type that it is undertaking to purchase, is fully aware
of the problems and risks involved in making an investment of this type, and is
capable of evaluating the merits and risks of this investment.
(e) Market
Stabilization. The Standby Purchaser
has not taken and the Standby Purchaser will not take, directly or indirectly,
any action designed to or that might reasonably be expected to result in
stabilization or manipulation of the price of the Common Stock to facilitate the
sale or resale of the Standby Purchase Commitment.
(f) Accredited Investor
Status. The
Standby Purchaser is an “accredited investor,” as that term is as defined in
Rule 501(a) of Regulation D under the Securities Act. The Standby
Purchaser, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as
to be capable of evaluating the merits and risks of the prospective investment
in the Standby Purchase Commitment, and has so evaluated the merits and risks of
such investment. The Standby Purchaser is able to bear the economic risk of an
investment in the Standby Purchase Commitment and, at the present time, is able
to afford a complete loss of such investment. The Standby Purchaser understands
that its investment in the Standby Purchase Commitment involves a significant
degree of risk.
(g) Acquisition for
Investment. The Standby Purchaser is
acquiring the Standby Purchase Commitment as principal for its own account for
investment purposes only and not with a view to or for distributing or reselling
such Standby Purchase Commitment or any part thereof, has no present intention
of distributing any of such Standby Purchase Commitment and has no arrangement
or understanding with any other Persons regarding the distribution of such
Standby Purchase Commitment; provided, however, that in making such
representation, the Standby Purchaser does not agree to hold the Standby
Purchase Commitment for any minimum or specific term and reserves the right to
sell, transfer or otherwise dispose of the Standby Purchase Commitment at any
time in accordance with federal and state securities laws applicable to such
sale, transfer or disposition.
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(h) Relationship with
Company. Each of Xxxxxxx, Xxxxxxx and Xxxxxxxxx is a director
of the Company. The Standby Purchaser collectively owns an aggregate
of ______ shares of Common Stock on the date of this Agreement.
(i) Standby Purchaser
Activities. The Standby Purchaser is not a broker-dealer and
does not need to be registered as a broker-dealer.
Section 4. Covenants
of the Standby Purchaser.
Neither
the Standby Purchaser nor any of its affiliates will contact or communicate with
any other Rights holders regarding the Standby Purchase Commitment without first
notifying the Company.
Section 5. Representations
and Warranties of the Company. The Company hereby represents
and warrants to the Standby Purchaser as follows:
(a) Organization and
Qualification. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of New Jersey,
with corporate power and authority to own or lease its properties and conduct
its business as currently conducted.
(b) Issuance, Sale and Delivery
of the New Shares. The New Shares to be issued to the Standby
Purchaser will have been duly authorized and, when issued, delivered and paid
for in the manner set forth in this Agreement, will be validly issued, fully
paid and nonassessable. No preemptive rights or other rights to subscribe for or
purchase any shares of Common Stock of the Company exist with respect to the
issuance and sale of the New Shares by the Company pursuant to this
Agreement.
(c) Due Execution, Delivery and
Performance of the Agreement. The Company has full legal
right, corporate power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly authorized,
executed and delivered by the Company. This Agreement constitutes a legal, valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application relating to or affecting the enforcement of creditors’ rights and
the application of equitable principles relating to the availability of remedies
and the public policy underlying such laws. The execution and
performance of this Agreement by the Company and the consummation of the
transactions herein contemplated will not violate any provision of the
certificate of incorporation or bylaws of the Company and will not result in the
creation of any lien, charge, security interest or encumbrance upon any assets
of the Company pursuant to the terms or provisions of, or will not conflict
with, result in the breach or violation of, or constitute, either by itself or
upon notice or the passage of time or both, a default under any agreement,
mortgage, deed of trust, lease, franchise, license, indenture, permit or other
instrument to which the Company is a party or by which any of its properties are
bound or, to the Company’s knowledge, any statute or any authorization,
judgment, decree, order, rule or regulation of any court or any regulatory body,
administrative agency or other governmental agency or body applicable to the
Company.
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(d) No Defaults or
Consents. No consent, approval, authorization or other order
of any court, regulatory body, administrative agency or other governmental
agency or body is required for the execution and delivery of this Agreement or
the consummation of the transactions contemplated by this Agreement, except for
compliance with the Blue Sky laws and federal securities laws applicable to the
offering of the New Shares. Neither the execution, delivery and
performance of this Agreement by the Company nor the consummation of any of the
transactions contemplated hereby (including, without limitation, the issuance
and sale by the Company of the New Shares) will give rise to a right to
terminate or accelerate the due date of any payment due under, or conflict with
or result in the breach of any term or provision of, or constitute a default (or
an event which with notice or lapse of time or both would constitute a default)
under, or require any consent or waiver under, or result in the execution or
imposition of any lien, charge or encumbrance upon any properties or assets of
the Company pursuant to the terms of, any indenture, mortgage, deed of trust or
other agreement or instrument to which the Company is a party or by which the
Company is bound, or any franchise, license, permit, judgment, decree, order,
statute, rule or regulation applicable to the Company or violate any provision
of the charter or by-laws of the Company, except for such consents or waivers
which have already been obtained and are in full force and effect.
(e) Price of Common
Stock. Neither the Company nor any Subsidiary, nor, to the
Company’s knowledge, any of their respective directors, officers, affiliates or
controlling persons, has taken, and will not take, directly or indirectly, any
action designed to cause or result in, or that has constituted or that might
reasonably be expected to constitute, the stabilization or manipulation of the
price of the shares of the Common Stock to facilitate the sale or resale of the
New Shares.
(f) No General
Solicitation. Neither the Company nor, to the Company’s
knowledge, any person acting on behalf of the Company has offered or sold any of
the New Shares to be issued pursuant to the Standby Purchase Commitment by any
form of general solicitation or general advertising.
(g) No Brokers’
Fees. The Company has not incurred any liability for any
finder’s or broker’s fee or agent’s commission in connection with the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby.
Section 6. Restrictions on
Transfer.
(a) Restrictions on
Transfer. The Standby Purchaser shall not, and shall ensure
that its affiliates do not, purchase, sell, transfer, assign, convey, gift,
mortgage, pledge, encumber, hypothecate or otherwise dispose of, directly or
indirectly (“Transfer”), any New
Shares purchased in the Standby Purchase Commitment; provided, however, that the
foregoing shall not restrict in any manner a Transfer (i) by the Standby
Purchaser (x) to one or more of its affiliates or (y) by a partnership
to a partner of such partnership or a retired partner of such partnership or to
the estate of any such partner or retired partner, or by a limited liability
company to a member of such limited liability company or a retired member or to
the estate of any such member or retired member, provided that the transferee in
each case agrees in writing to be subject to the terms of this
Section 6(a), or (ii) by a Standby Purchaser to any other Person in a
private transaction if the Company first shall have been furnished with an
opinion of legal counsel, reasonably satisfactory to the Company, to the effect
that such Transfer is exempt from the registration requirements of the
Securities Act or (iii) made in accordance with Rule 144 under the
Securities Act; provided, that the Company shall have the right to receive an
opinion of legal counsel for the Standby Purchaser, reasonably satisfactory to
the Company, to the effect that such Transfer is exempt from the registration
requirements of the Securities Act, prior to the removal of the legend subject
to Rule 144 or (iv) made pursuant to a registration statement declared
effective by the Commission. Any purported Transfers of New Shares purchased in
the Standby Purchase Commitment in violation of this Section 6 shall be
null and void and no right, title or interest in or to such New Shares purchased
in the Standby Purchase Commitment shall be transferred to the purported
transferee, buyer, donee, assignee or encumbrance holder. The Company will not
give, and will not permit the Company’s transfer agent to give, any effect to
such purported Transfer in its stock records.
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(b) Compliance with Laws; Stop
Order. The Standby Purchaser shall, and shall ensure that its
respective affiliates shall, observe and comply with the Securities Act and the
Exchange Act and the regulations promulgated thereunder and all other
requirements of applicable laws in connection with any permitted Transfer of the
New Shares purchased in the Standby Purchase Commitment, including all
requirements of applicable laws relating to the use of insider information or
the trading of securities while in the possession of nonpublic
information.
(c) Restrictive
Legends. The Standby Purchaser understands and agrees that the
New Shares purchased in the Standby Purchase Commitment will bear a legend
substantially similar to the legend set forth below in addition to any other
legend that may be required by applicable law or by any agreement between the
Company and the Standby Purchaser:
“THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER
JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND
SUCH OTHER APPLICABLE LAWS.”
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Section 7. Conditions
Precedent.
(a) Conditions of the Standby
Purchaser’s Obligations. The obligations of the Standby
Purchaser under this Agreement are subject to the performance by the Company on
and as of the Closing Date of its covenants and agreements hereunder, and the
following additional conditions:
(i) the
Rights Offering relating to the Common Stock shall have been completed by the
Company and allocations of shares of Common Stock shall have been made
thereunder;
(ii) the
Company shall have informed the Standby Purchaser of the Standby Purchase
Commitment allocated hereunder to the Standby Purchaser following the close of
the Offering Period;
(iii) the
representations and warranties of the Company contained in this Agreement shall
be true and correct; and
(iv) all
covenants to be performed by the Company on or before the Closing Date shall
have been performed.
(b) Conditions of the Company’s
Obligations. The obligations of the Company under this Agreement are
subject to the performance by the Standby Purchaser on and as of the Closing
Date of its covenants and agreements hereunder, and the following additional
conditions:
(i) the
representations and warranties of the Standby Purchaser contained in this
Agreement shall be true and correct;
(ii) all
covenants to be performed by the Standby Purchaser on or before the Closing Date
shall have been performed; and
(iii) the
Standby Purchaser shall have delivered to the Company the Standby Purchase
Commitment Price for the Standby Purchase Commitment allocated hereunder to the
Standby Purchaser following the close of the Offering Period, if
any.
(c) Conditions of the Standby
Purchaser and the Company’s Obligations. The obligations of
the Standby Purchaser and the Company under this Agreement are subject to the
following condition:
(i) the
Rights Offering Registration Statement shall have become effective and no stop
order suspending the effectiveness thereof shall be in effect and no proceedings
therefor shall be pending or threatened by the Commission.
Section 8. Termination.
(a) Termination. This
Agreement may be terminated at any time prior to the Closing Date:
(i) by
mutual written agreement of the Company and the Standby Purchaser;
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(ii) by
either the Company or the Standby Purchaser at any time after November 1, 2009
if the Closing has not occurred by such time other than because of a breach of
any covenant or agreement on the part of such party set forth in this Agreement
or because any representation or warranty of such party set forth in this
Agreement shall not be true and correct; or
(iii) in
case any of the conditions specified in Section 7 shall not be fulfilled,
this Agreement may be terminated by either party by giving notice to the other
party.
(b) Effect of
Termination. If this Agreement is terminated by either the
Company or the Standby Purchaser pursuant to the provisions of this
Section 8, this Agreement shall forthwith become void and there shall be no
further obligations on the part of the Company or the Standby Purchaser, except
for the provisions of this Section 8(b), which shall survive any
termination of this Agreement; provided, that nothing in this Section 8(b) shall
relieve any party from liability for any willful breach of this
Agreement.
Section 9. Miscellaneous.
(a) Amendments. The
provisions of this Agreement may not be amended or waived, except that the
Standby Purchase Commitment and the Standby Purchase Commitment Price may be
modified in writing by the Company and the Standby Purchaser at any time prior
to the Closing Date.
(b) Notices. All
notices, requests, consents and other communications hereunder shall be in
writing, shall be mailed first-class registered or certified mail, e-mail,
confirmed facsimile or nationally recognized overnight express courier postage
prepaid, and shall be deemed given when so mailed and shall be delivered as
addressed as follows:
If to the
Company to:
Center
Bancorp, Inc.
0000
Xxxxxx Xxxxxx
Xxxxx,
Xxx Xxxxxx 00000
Attention: Xxxxxxx
X. Xxxxxxx, CEO
Fax
No. 000-000-0000
With a
copy to:
Xxxxxxxxxx
Xxxxxxx PC
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx,
Xxx Xxxxxx 00000
Attention: Xxxxx
X. Xxxxxxxxx, Esq.
Fax
No. 000-000-0000
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If to the
Standby Purchaser to:
Xxxxxxxx
X. Xxxxxxx, Esq.
000 Xxxxx
Xxxx
Xxxxxxx
Plaza
X.X. Xxx
0000
Xxxxxxxxxx,
Xxx Xxxxxx 00000
Fax
No. 000-000-0000
(c) Successors. This
Agreement shall be to the benefit of and be binding upon the Standby Purchaser
and the Company. Nothing in this Agreement is intended or shall be construed to
give any other person any legal or equitable right, remedy or claim under or in
respect of this Agreement, or any provisions herein contained.
(d) Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which together shall be deemed to be one
and the same instrument.
(e) Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey. Any legal suit, action or
proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby may be instituted in the federal courts of the United States
of America located in New Jersey or the courts of the State of New Jersey
(collectively, the “Specified Courts”),
and each party irrevocably submits to the exclusive jurisdiction (except for
proceedings instituted in regard to the enforcement of a judgment of any such
court, as to which such jurisdiction is non-exclusive) of such courts in any
such suit, action or proceeding. Service of any process, summons, notice or
document by mail to such party’s address set forth above shall be effective
service of process for any suit, action or other proceeding brought in any such
court. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or other proceeding in the Specified Courts
and irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such suit, action or other proceeding brought in any such
court has been brought in an inconvenient forum.
(f) Entire
Agreement. This Agreement sets forth the entire agreement
between the Company and the Standby Purchaser with respect to the subject matter
hereof. Any prior agreements or understandings among the Company and the Standby
Purchaser regarding the subject matter hereof, whether written or oral, are
superseded by this Agreement.
-11-
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
|
CENTER
BANCORP, INC.
|
|||
|
By:
|
|||
| Name | |||
| Title | |||
| Xxxxx X. Xxxxxxx |
| XXXXXXX AND ASSOCIATES, LLC | |||
|
By:
|
|||
| Name | |||
| Title | |||
| XXXXXXX INVESTMENT PARTNERSHIP, LP | |||
|
By:
|
|||
| Name | |||
| Title | |||
| XXXXXXX INVESTMENT PARTNERSHIP, II, LP | |||
|
By:
|
|||
| Name | |||
| Title | |||
| BROAD PARK INVESTORS, LLC | |||
|
By:
|
|||
| Name | |||
| Title | |||
-12-
| CHEWY GOOEY COOKIES, LP | |||
|
By:
|
|||
| Name | |||
| Title | |||
|
BERGGRUEN
HOLDINGS NORTH AMERICA, LTD.
|
|||
|
By:
|
|||
| Name | |||
| Title | |||
| LSBK 06-08, LLC | |||
|
By:
|
|||
| Name | |||
| Title | |||
|
Xxxxxxx
Xxxxxxx
|
|
Xxxxxx
Xxxxxxxxx
|
|
Xxxxxx
Xxxxxxx
|
-13-
