Exhibit 2.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August 18,
1998, is made by and between Stockton Trust, Inc. and Stockton Trust Nominee
Partnership (together, "Seller"), and United Financial Corp., a Minnesota
corporation (the "Company").
RECITALS
The background of this Agreement is as follows:
A. Seller has the power and authority to sell an aggregate of 267,705
shares (the "Subject Shares") of common stock, $.10 par value, of Valley
Bancorp, Inc. ("Valley Bancorp.") on behalf of certain of its customers;
B. Valley Bancorp is the sole shareholder of Valley Bank of Arizona
("Valley Bank"), an Arizona state-chartered bank;
C. Seller desires to sell the Subject Shares to the Company, and the
Company desires to purchase the Subject Shares from Seller, on the terms and
conditions set forth in this Agreement; and
D. Michael Pint is also intending to simultaneously purchase
approximately (strike-through text: 76,506 /s/A.S.) 45,082 Valley Bancorp shares
from Seller (on behalf of certain of its customers).
AGREEMENT
For good and valuable consideration, in money or money's worth, the
receipt and sufficiency of which is hereby acknowledged, the parties to this
Agreement hereby agree as follows:
1. Purchase and Sale of the Subject Shares. Seller hereby agrees to
sell, grant, assign and transfer the Subject Shares to the Company, and the
Company hereby agrees to purchase and acquire the Subject Shares from Seller, on
the terms and subject to the conditions set forth in this Agreement.
2. Purchase Price and Payment. The purchase price (the "Purchase
Price") to be paid by the Company to Seller for the Subject Shares shall be Six
Dollars and Twenty-Five Cents ($6.25) per share, to be paid in immediately
available funds or by certified check at Closing (as defined below).
3. Representations and Warranties of Seller. As an inducement to the
Company to enter into this Agreement and to complete the purchase of the Subject
Shares on the terms contemplated by this Agreement, Seller hereby represents and
warrants to the Company as follows:
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(a) Seller has the power and authority to execute and deliver this
Agreement and to sell the Subject Shares on behalf of the
record or beneficial owners to be identified prior to the
Closing and has furnished or will furnish written evidence of
such power and authority to the Company;
(b) The Subject Shares will be transferred to the Company free and
clear of any and all liens, encumbrances or other restrictions
of any kind or nature, including without limitation security
interests, claims, pledges, options, charges, agreements,
voting trusts, proxies or other arrangements or limitations of
any kind;
(c) Seller has full power, capacity and authority to transfer,
assign and deliver the Subject Shares to the Company and there
are no rights of first refusal or shareholder agreements
relating to the Subject Shares;
(d) Seller has been advised by legal counsel with respect to all
terms and conditions of this Agreement; and
(e) This Agreement has been duly executed and delivered by Seller
and constitutes the valid and binding obligation of Seller,
enforceable in accordance with its terms.
4. Representations and Warranties of the Company. As an inducement to
Seller to enter into this Agreement and to complete the sale of the Subject
Shares on the terms contemplated by this Agreement, the Company represents and
warrants to Seller as follows:
(a) Proper corporate action has been taken by the Company to
authorize the execution, delivery and implementation of this
Agreement;
(b) This Agreement has been duly executed and delivered by the
Company and constitutes the valid and binding obligation of
the Company, enforceable in accordance with its terms; and
(c) The Company has been advised by legal counsel with respect to
all terms and conditions of this Agreement.
5. Closing. The closing (the "Closing") of the sale and purchase
contemplated by this Agreement shall take place as soon as practicable (but no
later than 10 business days) after receipt of the regulatory approvals
contemplated by Section 12 hereof or at such other time, place, date or manner
as is mutually agreeable to Seller and the Company. At the Closing, the Company
shall pay Seller the Purchase Price as set forth in Section 2 hereof, and Seller
shall deliver to the Company the materials referenced in Section 6(b) hereof
(the "Closing Date").
6. Conditions to the Company's Obligations. The obligation of the
Company to consummate the transactions contemplated by this Agreement is subject
to the satisfaction of the following conditions:
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(a) The representations and warranties set forth in Section 3
hereof shall be true and correct in all material respects at
and as of the Closing Date as though then made and as though
the Closing Date had been substituted for the date of this
Agreement throughout such representations and warranties.
(b) On the Closing Date, Seller shall deliver to the Company all
of the following:
(i) All stock certificates representing the Subject
Shares, duly endorsed for transfer or accompanied by
a duly executed stock power; and
(ii) such other certificates, documents and instruments as
the Company may reasonably request related to the
transactions contemplated hereby; and
(c) The regulatory approvals contemplated by Section 12 hereof
shall have been obtained and not have been withdrawn.
7. Conditions to Seller's Obligations. The obligations of Seller to
consummate the transactions contemplated by this Agreement are subject to the
satisfaction of the following conditions:
(a) The representations and warranties set forth in Section 4
hereof will be true and correct in all material respects at
and as of the Closing Date as though then made and as though
the Closing Date had been substituted for the date of this
Agreement throughout such representations and warranties.
(b) On the Closing Date, the Company shall pay Seller the Purchase
Price as set forth in Section 2 hereof.
(c) The Company shall deliver to Seller such other certificates,
documents and instruments as Seller may reasonably request
related to the transactions contemplated hereby, including
board resolutions showing who is authorized to sign on behalf
of the Company.
8. Termination. This Agreement may be terminated at any time prior to
the Closing by the mutual written consent of the Company and Seller. In the
event of termination of this Agreement, this Agreement shall become void and
there shall be no liability on the part of either the Company or Seller. The
Agreement may also be terminated by the Company or Seller if the Closing has not
occurred by October 15, 1998; provided, however, that the Company may extend
such date up to 60 additional days if the Company is still waiting for the
regulatory approvals contemplated by Section 12 hereof.
9. Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party in
the Closing, the representations and warranties contained in Sections 3 and 4
hereof shall survive the Closing.
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10. Indemnification by the Company. The Company agrees to indemnify
Seller, and hold Seller harmless from and against any loss, liability,
deficiency, damage, expense or cost (including reasonable attorneys fees and
costs) which Seller may suffer, sustain or become subject to, as a result of (a)
any misrepresentation in any of the representations and warranties of the
Company contained in this Agreement, or (b) any breach of, or failure to
perform, any agreement of the Company contained in this Agreement.
11. Indemnification by Seller. Seller agrees to indemnify the Company
and hold the Company harmless from and against any loss, liability, deficiency,
damage, expense or cost (including reasonable attorneys fees and costs), which
the Company may suffer, sustain or become subject to, as a result of (a) any
misrepresentation in any of the representations and warranties of Seller
contained in this Agreement, or (b) any breach of, or failure to perform, any
agreement of Seller contained in this Agreement.
12. Regulatory Approvals. Regulatory approval for the consummation of
the transactions contemplated hereby shall have been obtained from (i)the Board
of Governors of the Federal Reserve System, (ii) the Arizona Superintendent of
Banking and (iii)any other governmental authority from whom approval is
required, and all other statutory or regulatory waiting periods shall have
lapsed. None of such approvals shall contain any conditions or restrictions that
the Company reasonably believes will materially restrict or limit the business
or activities of the Company, Valley Bancorp or Valley Bank or have a material
adverse effect on, or would be reasonably likely to have a material adverse
effect on, the business, operations or financial condition of the Company, on
the one hand, or Valley Bancorp and Valley Bank, taken as a whole, on the other
hand. The Company agrees to use its best efforts to file its required bank
regulatory applications within 10 days of the execution and delivery of this
Agreement.
13. Attorney Fees. If any action at law or in equity is necessary to
enforce this Agreement or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
14. Taxes. Seller shall pay any and all stamp and other taxes payable
or determined to be payable in connection with the execution and delivery of
this Agreement, the transfer of the Subject Shares pursuant to this Agreement,
the Subject Shares and other instruments and documents to be delivered hereunder
or thereunder and agrees to indemnify and hold the Company harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and filing fees.
15. Miscellaneous. This Agreement shall be binding upon and shall inure
to the benefit of and be enforceable against the parties hereto and their
respective successors and assigns and shall in all respects be governed by, and
enforced and interpreted in accordance with, the laws of the State of Arizona.
All legal actions to settle any disputes regarding
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the subject matter of this Agreement shall be brought in courts in the State of
Arizona. This Agreement embodies the entire agreement between Seller and the
Company with respect to the redemption and sale of the Subject Shares and
supersedes all prior agreements and understandings, whether written or oral,
between them with respect to such redemption and sale. This Agreement may not be
amended or waived except in a writing executed by the party against whom such
amendment or waiver is sought to be enforced. No course of dealing between or
among any persons having an interest in this Agreement will be deemed effective
to modify or amend any part of this Agreement or any rights or obligations of
any person under or by reason of this Agreement. Neither this Agreement, nor any
of the rights, interests or obligations hereunder, shall be assigned by either
party hereto without the prior written consent of the other party, except that
the Company may assign this Agreement to a wholly-owned subsidiary of the
Company without the consent of Seller. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent that such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement. This
Agreement may be executed in one or more counterparts, including facsimiles, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Seller have executed this agreement
as of the date set forth above.
UNITED FINANCIAL CORP.
By: /s/ Xxxx X. Xxxxx
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STOCKTON TRUST, INC.
By: /s/ Art Stockton
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STOCK TRUST NOMINEE
PARTNERSHIP
By: /s/ Art Stockton
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