EXHIBIT 2.7
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), dated as of May
30, 2001, is made by and between XXXXXXXXXX BANK, FSB, a federally chartered
savings association ("Seller") and LOS PADRES BANK, FSB, a federally chartered
savings association ("Buyer").
RECITALS
WHEREAS, Seller owns 51 shares of capital stock, constituting 51% of
the issued and outstanding capital stock, of Xxxxxxxxxx Wealth Management
Company, an Indiana corporation (the "Stock", and such company, the
"Subsidiary").
WHEREAS, Seller and Buyer are parties to a Shareholder Agreement
dated as of February 1, 1999 relating to their respective investments in the
Subsidiary, which, among other things, provides for a right of first refusal
with respect to the Stock (the "Shareholder Agreement").
WHEREAS, Buyer desires to purchase the Stock in accordance with the
Shareholder Agreement in consideration for cash in the amount of the Purchase
Price.
WHEREAS, Seller desires to sell the Stock to Buyer in consideration
for the Purchase Price.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations and promises herein contained, the parties agree as follows:
AGREEMENT
1. PURCHASE AND SALE OF STOCK. Upon the terms and subject to the
conditions set forth herein, Seller agrees to sell, convey and transfer to
Buyer, and Buyer hereby agrees to purchase from Seller, the Stock, all effective
at the Closing for the Purchase Price as defined in paragraph 2 below. As used
herein, the term "Closing" shall mean the consummation of the transactions
described herein, which shall take place on a date mutually agreeable to the
parties within ten business days of the satisfaction of the last to be satisfied
of all of the conditions contained in Section 4 of this Agreement.
2. DELIVERY OF PURCHASE PRICE. The Purchase Price for the Stock
shall be an amount in cash equal to the net book value of the Subsidiary as
mutually determined by Seller and Buyer on the last business day of the calendar
month preceding the Closing. The term "net book value" shall mean the net book
value determined in accordance with generally accepted accounting principles.
Buyer agrees to pay the Purchase Price in cash at the Closing.
3. REPRESENTATIONS AND WARRANTIES. Each of Seller and Buyer
represents and warrants to the other on the Closing as follows:
a. DUE ORGANIZATION. It is duly organized and existing under
the laws of the jurisdiction in which it was organized, has the power and
authority to own its property and
carry on its business as now being conducted, and is qualified to do business in
all jurisdictions in which the nature of the business conducted makes such
qualification necessary and where failure to so qualify would have a material
adverse effect on it.
b. AUTHORITY. It has full power and authority to execute,
deliver and perform this Agreement. The execution of this Agreement and the
performance of the services and activities contemplated hereby will not violate
the terms or conditions of any other agreement with respect to which such party
is subject.
c. CORPORATE ACTION TAKEN. All corporate or other
organizational action on its part, or of its directors, stockholders or members
necessary for the authorization, execution, delivery and performance of this
Agreement has been duly taken, and this Agreement is a legal, valid and binding
agreement of it enforceable against it in accordance with its terms, except as
the enforcement thereof may be limited by (1) applicable bankruptcy, insolvency,
reorganization, liquidation, conservatorship, receivership, moratorium, or other
similar laws affecting the enforcement of creditors' rights generally, and (2)
general principles of equity.
d. AUTHORITY OF SIGNERS. Its officers who are executing this
Agreement are duly and properly in office and fully authorized to execute this
Agreement.
e. CONSENT AND APPROVAL OF OTHERS. Except for any required
approval of the Office of Thrift Supervision, no consent or approval of any
third party, no filings or registrations with, and no consent, permission,
authorization, order or license of any governmental authority is necessary in
connection with the execution and delivery by such party of this Agreement, or
any transaction contemplated hereby, except as may have been obtained by such
party.
f. COMPLIANCE WITH LAWS. There is no provision of any charter
or by-law of such party and no provision of any indenture or agreement, written
or oral, to which it is a party or under which it is obligated, nor is there any
applicable statute, governmental rule or regulation, or any judgment, decree or
order of any court or agency binding on it, which would be violated or breached
by its execution, delivery and performance of this Agreement, which violation or
breach would have a material adverse effect on such party.
g. LITIGATION. It is not subject to any (i) contingent
liabilities or (ii) pending, or to its knowledge threatened, litigation,
administrative proceedings or inquiries which, in the case of either clause (i)
or (ii), could have a material adverse effect on the relationship contemplated
hereby.
h. NO BROKERS. It has not involved or retained a broker in
connection with the transactions contemplated hereby and no third party shall be
entitled to receive compensation based upon this arrangement.
4. CONDITIONS TO CLOSING.
a. CONDITIONS TO THE OBLIGATIONS OF SELLER. Unless waived
in writing by Seller, the obligations of Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction at or prior to
the Closing of the following conditions:
2
(i) PERFORMANCE. Each of the acts and undertakings and
covenants of Buyer to be performed at or before the Closing pursuant to this
Agreement shall have been duly performed.
(ii) REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Buyer contained in Article 3 of this Agreement shall be true,
correct and complete on and as of the Closing with the same effect as though
made on and as of the Closing.
(iii) Seller shall have received the Purchase Price from
Buyer.
(iv) Seller shall have received such other instruments
and documents as counsel for Seller may reasonably require as necessary or
desirable for transferring to Buyer the obligation to pay the Deposit
liabilities and otherwise perform Seller's obligations that are being
transferred to Buyer pursuant to this Agreement, all in form and substance
reasonably satisfactory to counsel for Seller.
b. CONDITIONS TO THE OBLIGATIONS OF BUYER. Unless waived in
writing by Buyer, the obligations of Buyer to consummate the transactions
contemplated by this Agreement are subject to the satisfaction at or prior to
the Closing of the following conditions:
(i) PERFORMANCE. Each of the acts and undertakings and
covenants of Seller to be performed at or before the Closing pursuant to this
Agreement shall have been duly performed.
(ii) REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Seller contained in Article 3 of this Agreement shall be true,
correct and complete on and as of the Closing with the same effect as though
made on and as of the Closing.
(iii) NO MATERIAL ADVERSE CHANGE. Between the date of
this Agreement and the Closing, no material adverse change shall have occurred
with respect to the Subsidiary, its business operations or financial condition.
(iv) STOCK CERTIFICATES. Buyer shall have received all
stock certificates representing the Stock duly endorsed to Buyer.
(v) TERMINATION OF SHAREHOLDER AGREEMENT. Seller shall
have executed any documentation reasonably required by Buyer to evidence the
termination of the Shareholder Agreement.
c. CONDITION TO THE OBLIGATIONS OF SELLER AND BUYER.
(i) REGULATORY APPROVALS. All required licenses,
approvals, and consents of any relevant federal, state, or other regulatory
agency (including the Buyer's application for trust powers and operating
subsidiary status for the Subsidiary) shall have been obtained without any
conditions or other requirements reasonably deemed materially burdensome by
either Seller or Buyer, and all necessary conditions of those licenses,
approvals, and consents shall have been fully satisfied, all in form and
substance satisfactory to Buyer.
3
(ii) ABSENCE OF PROCEEDINGS AND LITIGATION. No order
shall have been entered and remain in force at the Closing restraining or
prohibiting any of the transactions contemplated by this Agreement in any legal,
administrative or other proceeding, and no action or proceeding shall have been
instituted or threatened on or before the Closing seeking to restrain or
prohibit the transactions contemplated by this Agreement.
5. TAX MATTERS. [intentionally deleted]
6. COVENANT REGARDING SHAREHOLDER AGREEMENT. Buyer and Seller
agree to take all actions necessary or advisable to terminate the Shareholder
Agreement on or prior to the Closing.
7. GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of California
8. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision hereof.
9. NOTICES. All notices or other communications hereunder shall
be made in writing and shall be delivered either by personal delivery, United
States mail, overnight courier, facsimile or other electronic transmission, to
Seller at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000, and to Buyer at 000
Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000.
10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and each such counterpart shall constitute an original instrument.
11. ASSIGNMENT. This Agreement and the rights and obligations of a
party hereunder may be transferred by such party only after Closing and upon the
written consent of the other party.
12. SURVIVAL. The representations and warranties shall not survive
the Closing, notwithstanding anything contained herein or in the Shareholders
Agreement to the contrary.
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
This 30th day of May, 2001.
XXXXXXXXXX BANK, FSB ("Seller")
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: President
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
LOS PADRES BANK, FSB ("Buyer")
By: /s/ Xxxxxxx Xxxxxxxx, Jr
--------------------------------
Name: Xxxxxxx Xxxxxxxx, Jr
Title: President
5
