EXHIBIT 2.3
VILLAGE BANCORP, INC.
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of November 11, 1998, is entered
into by and among Xxxxxxx Financial Corporation, a Delaware corporation
("Xxxxxxx"), and the 13 stockholders of Village Bancorp, Inc., a Connecticut
corporation ("Village"), named on Schedule I hereto (collectively, the
"Stockholders"), who are directors, executive officers and the only "affiliates"
(for purposes of Rule 145 under the Securities Act of 1933, as amended) of
Village.
WHEREAS, Webster and Village have entered into an Agreement and Plan
of Merger, dated as of the date hereof (the "Agreement"), which is conditioned
upon the execution of this Stockholder Agreement and which provides for, among
other things, the acquisition of Village by Webster, to be effected by the
merger of Village with and into Webster, in a stock for cash and/or stock
transaction (the "Merger"); and
WHEREAS, in order to induce Webster to enter into or proceed with the
Agreement, each of the Stockholders agrees to, among other things, vote in favor
of the Agreement, the Merger and the other transactions contemplated by the
Agreement in his/her capacity as a stockholder of Village;
NOW, THEREFORE in consideration of the premises, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. OWNERSHIP OF VILLAGE COMMON STOCK. Each Stockholder represents and
warrants that the number of shares of Village common stock, par value $3.33 per
share ("Village Common Stock"), set forth opposite such Stockholder's name on
Schedule I hereto is the total number of shares of Village Common Stock over
which such person has "beneficial ownership" within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, except that the
provisions of Rule 13d-3(d)(1)(i) shall be considered without any limit as to
time.
2. AGREEMENTS OF THE STOCKHOLDERS. Each Stockholder covenants and agrees
that:
(a) Such Stockholder shall, at any meeting of the holders of Village
Common Stock called for the purpose, vote or cause to be voted all shares of
Village Common Stock in which such Stockholder has the sole or shared right to
vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of
the Agreement, the Merger and the other transactions contemplated by the
Agreement and (ii) against any plan or proposal pursuant to which Village is to
be acquired by or merged with, or pursuant to which Village proposes to sell all
or substantially all of its assets and liabilities to, any person, entity or
group (other than Webster or any affiliate thereof).
(b) Such Stockholder shall not, prior to the consummation of the
Merger or the earlier termination of this Stockholder Agreement in accordance
with its terms, sell, pledge, transfer or otherwise dispose of the shares of
Village Common Stock over which such Stockholder has sole or shared dispositive
power; provided, however, that this Section 2(b) shall not apply to a pledge
existing as of October 27, 1998.
(c) Such Stockholder shall not in his/her capacity as a stockholder of
Village directly or indirectly encourage or solicit or hold discussions or
negotiations with, or provide any information to, any person, entity or group
(other than Webster or an affiliate thereof) concerning any merger, sale of all
or substantially all of the assets or liabilities not in the ordinary course of
business, sale of shares of capital stock or similar transaction involving
Village. Nothing herein shall impair such Stockholder's fiduciary obligations as
a director of Village.
(d) Such Stockholder shall use his/her best efforts to take or cause
to be taken all action, and to do or cause to be done all things necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective the Merger contemplated by the Agreement.
(e) Such Stockholder shall comply with all applicable federal and
state securities laws in connection with any sale of Webster common stock, par
value $.01 per share ("Webster Common Stock") received in exchange for Village
Common Stock in the Merger, including the trading and volume limitations as to
sales by affiliates contained in Rule 145 under the Securities Act of 1933, as
amended.
(f) Except as set forth in the attached Schedule II, such Stockholder
has no present plan or intent, and as of the effective time of the Merger, shall
have no present plan or intent, to engage in a sale, exchange, transfer (other
than an intrafamily gift), distribution (including a distribution by a
corporation to its shareholders), redemption, or reduction in any way of such
Stockholder's risk of ownership by short sale or otherwise, or other disposition
(not including a bona fide pledge), directly or indirectly, with respect to any
of the shares of Webster Common Stock to be received by such Stockholder upon
the Merger (except for cash received for fractional shares).
3. TERMINATION. The parties agree and intend that this Stockholder
Agreement is a valid and binding agreement enforceable against the parties
hereto and that damages and other remedies at law for the breach of this
Stockholder Agreement are inadequate. This Stockholder Agreement may be
terminated at any time prior to the consummation of the Merger by the mutual
written consent of the parties hereto and shall be automatically terminated in
the event that the Agreement is terminated in accordance with its terms;
provided, however, that if the holders of Village Common Stock fail to approve
the Agreement or Village fails to hold a stockholders' meeting to vote on the
Agreement, then (i) Section 2(a) clause (ii) hereof shall continue in effect as
to any plan or proposal received by Village from any person, entity or group
(other than Webster or any affiliate thereof) prior to the termination of the
Agreement or within 135 days after such termination and (ii) Section 2(b) hereof
shall continue in effect to preclude a sale, except upon consummation of such
plan or proposal.
4. NOTICES. Notices may be provided to Webster and the Stockholders in the
manner specified in the Agreement, with all notices to the Stockholders being
provided to them at the addresses set forth at Schedule I.
5. GOVERNING LAW. This Stockholder Agreement shall be governed by the laws
of the State of Delaware, without giving effect to the principles of conflicts
of laws thereof.
6. COUNTERPARTS. This Stockholder Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
each of which shall be deemed an original, and shall become effective when
counterparts have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same counterpart.
7. HEADINGS. The Section headings contained herein are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Stockholder Agreement.
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8. REGULATORY APPROVAL. If any provision of this Stockholder Agreement
requires the approval of any regulatory authority in order to be enforceable,
then such provision shall not be effective until such approval is obtained;
provided, however, that the foregoing shall not affect the enforceability of any
other provision of this Stockholder Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, Xxxxxxx Financial Corporation, by a duly authorized
officer, and each of the Stockholders have caused this Stockholder Agreement to
be executed and delivered as of the day and year first above written.
XXXXXXX FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Chairman and Chief Executive Officer
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Boa
------------------------------------ ------------------------------------
Xxxxxx X. Xxxxxxx Xxxx X. Boa
/s/ Xxxxxxx X. Xxxxx
------------------------------------ ------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxxx X. XxXxxxxx
------------------------------------ ------------------------------------
Xxxxxx X. Xxxx Xxxxxxxx X. XxXxxxxx
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx
------------------------------------ ------------------------------------
Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
------------------------------------ ------------------------------------
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx
------------------------------------ ------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxx /s/ Xxxxx X. Xxxxxxxx
------------------------------------ ------------------------------------
Xxxxxx Xxxxx Xxxxx X. Xxxxxxxx
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SCHEDULE I
Number of Shares of
Village Common Stock
Name and Address of Stockholder Beneficially Owned
------------------------------- ------------------
Xxxxxx X. Xxxxxxx 000 Xxxx Xxxxxx, Xxxxxxxxxx XX 00000 33,064
Xxxx X. Boa 00 Xxxxx Xxxx Xxx. Xx., Xxxxxxx XX 00000 25,776
Xxxxxxx X. Xxxxx X.X. Xxx 000, Xxxxxxxxxx Xxxxx XX 00000 37,186
Xxxxxx X. Xxxx 000 Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx XX 00000 4,840
Xxxxxxxx X. XxXxxxxx Xxxxx 000, 00 Xxxxx Xx., Xxxxxxxxxx XX 00000 49,282
Xxxxxx X. Xxxxxxxx 000 Xxxx Xxxx Xxx., Xxxxxxx XX 00000 31,310
Xxxxxx X. Xxxxx X.X. Xxx 000, Xxxxxxxxxx XX 00000 13,722
Xxxx X. Xxxxxx 000 Xxxx Xxxxxx, Xxxxxxxxxx XX 00000 9,560
Xxxxxx X. Xxxxxxx 00 Xxxxxxxx Xx., Xxx Xxxxxxxxx XX 00000 26,806
Xxxxxxx X. Xxxxxxxx 000 Xxxxxxx Xxxx Xx., Xxxxxx XX 00000 9,828
Xxxxxx X. Xxxxxxxx 00 Xxxxx Xx., Xxxxx 000, Xxxxxxxxxx XX 00000 280
Xxxxxx Xxxxx 00 Xxxxxxx Xx., Xxxxxxxxxx XX 00000 13,390
Xxxxx X. Xxxxxxxx 000 Xxxxxxxxxx Xx. Xx., Xxx Xxxxxxx XX 00000 25,992
SCHEDULE II
None.
