PURCHASE AGREEMENT
THIS AGREEMENT is executed as of this 14th day of September, 1998, by
and between XXXX, XXXX & CO., INC., a New Jersey corporation having its
principal place of business at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000 (the "Seller") and VALLEY NATIONAL BANCORP, a New Jersey corporation with
its offices at 0000 Xxxxxx Xxxx, Xxxxx, Xxx Xxxxxx (the "Purchaser").
THE PARTIES HERETO HEREBY AGREE as follows:
SECTION 1. Purchase and Sale
(a) Subject to the terms and conditions contained herein, Seller hereby
agrees to sell to Purchaser 223,000 Shares of the Common Stock of Vista Bancorp,
Inc. (the "Shares"), and Purchaser hereby agrees to purchase such Shares, at a
purchase price equal to $24.75 per share (the "Purchase Price").
(b) Purchaser's purchase of the Shares shall be consummated upon ten
(10) days written notice to Seller from Purchaser, stating that all conditions
precedent to Purchaser's obligations hereunder have been satisfied and
specifying a trade date. Purchaser shall be required to provide such notice
within five (5) calender days of receipt of the approvals required under Section
4 hereof. Upon such notice, the parties shall execute a trade for the shares on
the NASDAQ National Market, according to the rules of such market (the date of
such trade referred to herein as the "Closing").
SECTION 2. Representations and Warranties of Purchaser
In connection with the sale of the Shares, Purchaser hereby represents
to Seller as follows:
(a) Purchaser is acquiring the Shares for investment purposes, and not
with a view to distribution.
(b) Purchaser has conducted its own financial diligence review of Vista
Bancorp, Inc. and the value of the Shares, and has not relied upon any
information from or any representations or warranties by Seller regarding the
future prospects of Vista Bancorp, Inc. or the value of the Shares.
(c) Purchaser has full capacity to enter into this Agreement and to
perform all of its obligations hereunder.
SECTION 3. Representations and Warranties of Seller
In connection with the sale of the Shares, Seller hereby represents to
Purchaser as follows:
(a) Seller has the full capacity to enter into this Agreement and to
perform all of its obligations hereunder.
(b) The best of Seller's knowledge, sale of the Shares by Seller
hereunder will comply with all of the laws and regulations applicable to Seller,
including those under the rules of the NASD and the rules of the NASDAQ National
Market System.
SECTION 4. Conditions to Seller's Obligations
In addition to the conditions contained in Section 1(b) above, Seller's
obligations hereunder are further expressly conditioned upon satisfaction of
each of the following conditions:
(a) Each representation of Purchaser contained in Section 2 hereof
shall be true and correct as of the Closing, and Purchaser shall have delivered
to Seller a certificate certifying to such representations and warranties, in
form and substance reasonably satisfactory to Seller.
(b) Seller shall not have determined in its reasonable opinion or in
the reasonable opinion of its counsel, that consummation of the transactions
contemplated hereunder shall violate any law or regulation to which the Seller
is subject.
(c) Between the date hereof and through the Closing, there shall not
exist any of the following: (i) a suspension or material limitation in trading
in securities generally on the New York or American Stock Exchanges; or (ii) a
general moratorium on commercial bank activities or a general moratorium on the
withdrawal of deposits from commercial banks in New York or New Jersey declared
by either federal, New Jersey or New York authorities.
(d) Purchaser shall have received the regulatory approvals required
under Section 5 hereof by no later than one hundred and fifty (150) days after
the date hereof.
SECTION 5. Conditions to Purchaser's Obligations
In connection with the purchase of the Shares, Purchaser is required to
obtain certain regulatory approvals, including, specifically, approval of the
Federal Reserve Bank of New York under Regulation Y promulgated by the Board of
Governors of the Federal Reserve System. Purchaser and Seller acknowledge that
Purchaser's obligations hereunder are expressly conditioned upon receipt of such
regulatory approval. If, in the reasonable determination of Purchaser, it shall
become apparent that Purchaser shall not be able to obtain such regulatory
approval, or that such regulatory approval shall contain such restrictions or
conditions which shall materially diminish the value of the Shares to Purchaser,
Purchaser shall promptly provide Seller with written notice of its inability to
satisfy the requirements of this Section, and Purchaser and/or Seller shall be
entitled to terminate this Agreement, and neither party shall have any
continuing obligations to the other hereunder.
The Purchaser's obligations hereunder are further expressly conditioned
upon satisfaction of the following condition:
(a) Each representation of Seller contained in Section 3 shall be true
and correct as of the Closing, and the Seller shall have delivered to the
Purchaser a certificate certifying to such representations and warranties in the
form and substance reasonably satisfactory to Purchaser.
SECTION 6. Adjustments to the Purchase Price
If between the date hereof and the Closing, the outstanding shares of
Vista Common Stock shall have been changed into a different number of shares or
a different class or security, by reason of any stock dividend, stock split,
reclassification, recapitalization, merger, combination or exchange of Shares,
the number of shares of Vista Common Stock (or any other security into which
Vista Common Stock shall have been exchanged) and the Purchase Price for the
Shares shall be appropriately adjusted to reflect such stock dividend, stock
split, reclassification, recapitalization, merger, combination or exchange of
shares.
SECTION 7. Indemnification
Purchaser shall indemnify Seller against and hold it harmless from, and
shall not assert any claim of liability against Seller for, any and all claims,
losses, liabilities, damages, fines, penalties, costs and expenses (including
reasonable fees and disbursements of counsel and other experts) resulting from
or arising out of any inaccuracy in or breach of any representation made by
Purchaser in this Agreement, any failure of Purchaser to perform, any breach or
default in the performance by Purchaser of any covenant or agreement made by
Purchaser herein.
SECTION 8. Miscellaneous
(a) Seller agrees that it will execute and deliver to Purchaser any and
all documents, including but not limited to stock certificates and will cause
stock certificates to be submitted for transfer into the name of Purchaser as of
the settlement date, which may be necessary or appropriate to vest in Purchaser
or its designee title to and possession of the Shares.
(b) Any notice or communication required or permitted to be given
hereunder shall be in writing and shall be sent by telecopy, with receipt
acknowledged, or mailed by registered mail, return receipt requested, to the
address set forth for each party hereto above.
(c) This Agreement sets forth the entire Agreement between the parties
hereto relating to the subject matter hereof and supersedes all prior
negotiations between the parties. This Agreement may be modified or amended only
by a writing executed by the party effected by such modification or amendment,
and compliance with the terms and conditions hereof may be waived only by a
writing signed by the party or parties entitled to the benefit of such term or
condition.
(d) This Agreement may not be assigned without the consent of the other
party. This Agreement shall be binding upon and shall enure to the benefit of
the parties hereto and their respective successors and permitted assigns.
(e) This Agreement may be executed in two or more counterparts, all of
which, when taken together, shall constitute one and the same instrument.
(f) This Agreement shall be governed by and construed in accordance
with the substantive law of the State of New Jersey, without recognition of the
choice of law provisions thereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement, or
caused this Agreement to be executed by their duly authorized agent, as of the
date first set forth above.
SELLER:
XXXX, XXXX & CO., INC.
XXXXX X. XXXXX
By:----------------------------------------
Xxxxx X. Xxxxx
Senior Vice President
PURCHASER:
VALLEY NATIONAL BANCORP
XXXXXX X. XXXXXX
By:----------------------------------------
Xxxxxx X. Xxxxxx
Chairman and CEO
