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EXHIBIT 99.(C)(4)
TO SCHEDULE 14D-1
STOCK PURCHASE AGREEMENT
This Agreement entered into this 18th day of October 1995 between
Southwest Title and Trust Company ("Seller") of Oklahoma City, Oklahoma, and
Ameribank Corporation ("Purchaser"), of Shawnee, Oklahoma.
WHEREAS, Seller owns 50,000 shares of the Capital Common Stock of United
Oklahoma Bankshares, Inc. (the "Company"); and
WHEREAS, Seller desires to sell to Purchaser all of the shares of Common
Stock of the Company owned by Seller; and
WHEREAS, this Agreement sets forth the understandings and agreements
pursuant to which Purchaser will acquire from Seller such shares of Common
Stock of the Company.
NOW THEREFORE, in consideration of the mutual covenants and other good
and valuable consideration recited herein, Seller and Purchaser agrees as
follows:
1. Sale of Stock. Seller hereby sells to Purchaser 50,000 shares of
Company's outstanding Common Stock which are now owned by Seller at the
Purchase Price (defined herein). The Purchaser agrees to acquire such shares
and pay to Seller the Purchase Price.
2. Purchase Price. The Purchase Price for the shares described above
shall be the higher of (i) $.50 per share or (ii) in the event a tender is made
for the common shares held by public shareholders within six (6) months from
the date hereof, the tender price.
3. Payment of Purchase Price. After the condition in Section 5 below
is satisfied, the Purchaser shall pay in cash the Purchase Price to Seller at
the Closing.
4. Delivery of Shares. On the basis of the terms, representations
and agreements and subject to the conditions hereinafter set forth, Seller
agrees to convey, transfer and deliver the Common Stock. The Certificates for
the shares of stock to be conveyed, transferred and delivered to Purchaser
shall be physically present at the closing, duly endorsed in blank and in a
form reasonably acceptable to Purchaser. The Certificates shall be free and
clear of any liens, mortgages, security interests, encumbrances or charges of
any kind.
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5. Condition. This sale is not effective, and title to the stock
shall not pass from Seller to Purchaser, until formal approval for such
transfer has been obtained from the Federal Reserve Board, and any other
required regulatory authority.
6. Termination. This Agreement shall terminate if any of the
regulatory authorities or any other regulatory agency disapproves any of the
applications required to be filed by the Purchaser with such agency.
7. Closing. The Closing shall take place at the offices of J.
Xxxxxxx Xxxxxx, 000 X. Xxxxxxxx, Xxxxxxx, Xxxxxxxx, or at such other place as
is mutually agreeable to Purchaser and Seller. The Closing shall occur, unless
this Agreement is terminated as provided for herein, at the later of (i)
fifteen (15) days after all requisite approvals from regulatory authorities
including, to the extent necessary, the Office of the Comptroller of the
Currency and/or the Board of Governors of the Federal Reserve System and the
Oklahoma State Banking Department are received, and (ii) January 2, 1996.
8. Notice. Any notice required hereunder shall be given in writing
by registered mail and shall be deemed to have been given on the date such
notice is posted, with postage prepaid, addressed to the last address of the
addressee.
9. Binding on Assigns. This Agreement shall be binding upon the
parties hereto, their successors and assigns.
10. Governing Law. This Agreement shall be governed by the laws of
the State of Oklahoma.
IN WITNESS WHEREOF, we have set our hands this 18th day of October 1995.
SELLER PURCHASER
SOUTHWEST TITLE AND TRUST AMERIBANK CORPORATION
COMPANY
By: /s/ Xxxx Xxxxx By: /s/ D. Xxxxxx Xxxxxxxx
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Its Executive Vice President Its Vice President
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