Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of September 11, 1998, among
Golden State Bancorp Inc., a Delaware corporation (the "Company"), Xxxxxx'x
Xxxx/Ford, Ltd., a limited partnership organized under the laws of the State of
Texas ("Ford"), and First Gibraltar Holdings Inc., a Delaware corporation
("FGH" and, together with Ford, the "Stockholders").
WHEREAS, the Company, the Stockholders, First Nationwide (Parent)
Holdings Inc., a Delaware corporation, First Nationwide Holdings Inc., a
Delaware corporation, and Golden State Financial Corporation, a Delaware
corpora tion, have entered into an Agreement and Plan of Reorganization, dated
as of February 4, 1998, as amended (the "Merger Agreement"), pursuant to which,
among other things, the Company will issue to the Stockholders shares of its
common stock, par value $1.00 per share (the "Common Stock");
WHEREAS, the Board of Directors of the Company has authorized the
officers of the Company to execute and deliver this Agreement in the name and
on behalf of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties to this Agreement hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Holder" means any of Ford, FGH and any other person that owns
Registrable Securities, including their respective successors and assigns who
acquire Registrable Securities, directly or indirectly, from Ford, FGH or such
other person, respectively. For purposes of this Agreement, the Company may
deem and treat the registered holder of a Registrable Security as the Holder
and absolute owner thereof, and the Company shall not be affected by any notice
to the contrary.
"Registrable Securities" means (a) any shares of Common Stock
issued in accordance with Section 1.3 of the Merger Agreement upon consummation
of the Mergers, (b) any shares of Common Stock issued as contingent
consideration in accordance with Section 1.6 of the Merger Agreement at any
time following consummation of the Mergers, (c) any shares of Common Stock
acquired by Ford or FGH in the open market at a time when such party is deemed
to be an "affiliate" (as such term is defined under Rule 144 under the
Securities Act) of the Company and (d) any securities issued or issuable in
respect of the Common Stock referred to in clauses (a), (b) and (c) above, by
way of stock dividend or stock split or in connec tion with a combination of
shares, recapitalization, reclassification, merger or consolidation, and any
other securities issued pursuant to any other pro rata distri bution with
respect to such Common Stock. For purposes of this Agreement, a Registrable
Security ceases to be a Registrable Security when (x) it has been effec tively
registered under the Securities Act and sold or distributed to the public in
accordance with an effective registration statement covering it (and has not
been reacquired in the manner described in clause (c) above), or (y) it is sold
or distributed to the public pursuant to Rule 144 (or any successor or similar
provision) under the Securities Act.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended from
time to time.
2. Demand Registration. (a) If at any time any Holder shall request
the Company in writing to register under the Securities Act all or a part of
the Registrable Securities held by such Holder (a "Demand Registration"), the
Company shall use all reasonable efforts to cause to be filed and declared
effective as soon as reasonably practicable (but in no event later than the
45th day after such Holder's request is made) a registration statement
providing for the sale of all such Registrable Securities by such Holder. The
Company agrees to use its reasonable efforts to keep any such registration
statement continuously effective and usable for resale of Registrable
Securities for so long as the Holder whose Registrable Securities are included
therein shall request. The Company shall be obligated to file registration
statements pursuant to this Section 2(a) until all Registrable Securities have
ceased to be Registrable Securities. Each registration statement filed pursuant
to this Section 2(a) is hereinafter referred to as a "Demand Registration
Statement." The Company may, if permitted by law, effect any registration
pursuant to this Section 2(a) by the filing of a registration statement on Form
S-3. However, if such
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registration involves an underwritten public offering and the managing
underwriter(s) at any time shall notify the Company in writing that, in the
sole judgment of such managing under writer(s), inclusion of some or all of the
information required in a more detailed form specified in such notice is of
material importance to the success of the public offering of such Registrable
Securities, the Company shall use all reasonable efforts to supplement or amend
the registration statement to include such information.
(b) The Company agrees (i) not to effect any public or private
sale, distribution or purchase of any of its securities which are the same as
or similar to the Registrable Securities, including a sale pursuant to
Regulation D under the Securities Act, during the 15-day period prior to, and
during the 45-day period beginning on, the closing date of each underwritten
offering under any Demand Registration Statement, and (ii) to use reasonable
efforts to cause each holder of its securities purchased from the Company, at
any time on or after the date of this Agreement (other than in a registered
public offering) to agree not to effect any public sale or distribution of any
such securities during such period, including a sale pursuant to Rule 144 under
the Securities Act.
(c) The Company may postpone for a reasonable period of time, not
to exceed 30 days, the filing or the effectiveness of any Demand Registration
Statement if (i) the Board of Directors of the Company in good faith determines
that (A) such registration would have a material adverse effect on any plan or
proposal by the Company with respect to any financing, acquisition,
recapitalization, reorganiza tion or other material transaction, or (B) the
Company is in possession of material non-public information that, if publicly
disclosed, would result in a material disrup tion of a major corporate
development or transaction then pending or in progress or in other material
adverse consequences to the Company, and (ii) the Company so notifies the
Holder(s) within five days after the Holder(s) requests such registration. The
Company's right to defer the filing of a registration statement pursuant to the
provisions of the preceding sentence may not be exercised more than once during
any 12 month period.
(d) If at any time any Holder of Registrable Securities to be
covered by a Demand Registration Statement desires to sell Registrable
Securities in an underwritten offering, such Holder shall have the right to
select any nationally recognized investment banking firm(s) to administer the
offering, subject to the ap proval of the Company, which approval shall not be
unreasonably withheld, and the Company shall enter into underwriting agreements
with the underwriter(s) of such
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offering, which agreements shall contain such representations and warranties by
the Company, and such other terms, conditions and indemnities as are at the
time customarily contained in underwriting agreements for similar offerings and
the Company shall take or cause to be taken all such other actions as are
reasonably requested by the managing underwriter(s) in order to expedite or
facilitate the regis tration and disposition of the Registrable Securities,
including, without limitation, causing management to participate in "road show"
presentations.
3. Incidental Registration. Subject to the terms and conditions set
forth in this Section 3, if the Company proposes at any time to register any
common equity securities (the "Initially Proposed Shares") under the Securities
Act for sale, whether or not for its own account, pursuant to an underwritten
offering, the Company will promptly give written notice to the Holders of its
intention to effect such registration (such notice to specify, among other
things, the proposed offering price, the kind and number of securities proposed
to be registered and the distribution arrangements, including identification of
the underwriter(s)), and the Holders shall be entitled to include in such
registration statement, as a part of such underwritten offering, such number of
shares (the "Holder Shares") to be sold for the account of the Holders (on the
same terms and conditions as the Initially Proposed Shares) as shall be
specified in a request in writing delivered to the Company within 15 days after
the date upon which the Company gave the aforementioned notice.
The Company's obligations to include Holder Shares in a
registration statement pursuant to this Section 3 is subject to each of the
following limitations, conditions and qualifications:
i) If, at any time after giving written notice of its
intention to effect a registration of any of its common equity
securities and prior to the effective date of any registration
statement filed in connection with such registration, the Company
shall determine for any reason not to register all of such shares,
the Company may, at its election, give written notice of such
determination to the Holders and thereupon it shall be relieved of
its obliga tion to use any efforts to register any Holder Shares in
connection with such aborted registration (but not from its
obligation to pay the Registration Expenses (as defined herein) in
connection therewith).
ii) If the managing underwriter(s) of such offering
shall notify in writing the Company and each Holder who shall have
requested the inclu sion of Registrable Securities in such
underwritten offering that, in the
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good faith judgment of such managing underwriter(s), the
distribution of all or a specified portion of the Holder Shares
would materially interfere with the registration and sale, in
accordance with the intended method thereof, of the Initially
Proposed Shares, then the number of Holder Shares to be included in
such registration statement shall be reduced to such number, if
any, that, in the good faith judgment of such managing
underwriter(s), can be included without such interference. If, as a
result of the cutback provisions of the preceding sentence, the
Holders are not entitled to include all of the Holder Shares in
such registration, such Holders may elect to withdraw their request
to include Holder Shares in such registration.
If the Company shall so request in writing, each Holder agrees not
to effect any public or private sale or distribution of any Registrable
Securities (other than the Holder Shares) during the 15-day period prior to and
during the 45-day period beginning on, the closing date of any underwritten
public offering of shares of Common Stock made for the Company's own account.
4. Registration Procedures. (a) Whenever the Company is required to
use all reasonable efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to the terms and conditions of
Section 2(a) or 3 (such Registrable Securities being hereinafter referred to as
"Subject Shares"), the Company will use all reasonable efforts to effect the
registration and sale of the Subject Shares in accordance with the intended
method of disposition thereof. Without limiting the generality of the
foregoing, the Company will as soon as practicable:
i) furnish to each Holder of Subject Shares (a
"Participating Holder") and to each managing underwriter, if any, a
reasonable time in ad xxxxx of their filing with the SEC, any
registration statement, amendment or supplement thereto, and any
prospectus used in connection therewith, and each Participating
Holder shall have the opportunity to object to any informa tion
pertaining to such Participating Holder and its plan of
distribution that is contained therein and the Company will make
the corrections reasonably re quested by such Participating Holder
with respect to such information prior to filing any such
registration statement or any amendment or supplement thereto; and
furnish a copy of any and all transmittal letters or other corre
spondence with the SEC or any other governmental agency or
self-regulatory body or other body having jurisdiction (including
any domestic or foreign securities exchange) relating to such
offering of Registrable Securities;
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ii) prepare and file with the SEC a registration
statement with respect to the Subject Shares in form and substance
satisfactory to the Partici pating Holders, and use all reasonable
efforts to cause such registration state ment to become effective
as soon as possible;
iii) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used
in connec tion therewith as may be necessary to keep such
registration statement effective for the applicable period and to
comply with the provisions of the Securities Act with respect to
the disposition of all Subject Shares and other securities covered
by such registration statement;
iv) furnish each Participating Holder and each managing
underwriter, if any, without charge, such number of copies of such
registra tion statement, each amendment and supplement thereto (in
each case includ ing all exhibits thereto and documents
incorporated by reference therein) and the prospectus included in
such registration statement (including each preliminary prospectus
and prospectus supplement) and any other prospectus filed under
Rule 424 promulgated under the Securities Act relating to the
Registrable Securities and such other documents as such
Participating Holder or such underwriter may reasonably request;
v) after the filing of the registration statement,
promptly notify each Participating Holder and each managing
underwriter, if any, of any stop order issued or, to the knowledge
of the Company, threatened to be issued by the SEC;
vi) use all reasonable efforts to register or qualify
the Subject Shares covered by such registration statement under the
securities or blue sky laws of such jurisdictions (including any
foreign country or any political subdivision thereof) as the
managing underwriter(s) shall reasonably recom mend, and do any and
all other acts and things which may be reasonably necessary or
advisable to enable the Participating Holders to consummate the
disposition in such jurisdictions of the Subject Shares covered by
such registration statement, except that the Company shall not for
any such purpose be required to (A) qualify generally to do
business as a foreign corporation in any jurisdiction wherein it is
not so qualified, (B) subject itself to taxation in any
jurisdiction wherein it is not so subject, or (C) consent to
general service of process in any such jurisdiction or otherwise
take any
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action that would subject it to the general jurisdiction of the
courts of any jurisdiction in which it is not so subject;
vii) promptly inform each Participating Holder and the
managing underwriter(s), if any (x) in the case of any offering of
the Regis trable Securities in respect of which a registration
statement is filed under the Securities Act, of the date on which a
registration statement or any post-effec tive amendment thereto has
been filed and when the same has become effec tive and, if
applicable, of the date of filing a Rule 430A prospectus, (y) of
any written comments from the SEC with respect to any filing
referred to in clause (x) and of any request by the SEC, any
securities exchange, govern ment agency, self-regulatory body or
other body having jurisdiction for any amendment of or supplement
to any registration statement or preliminary prospectus or
prospectus included therein or any offering memorandum or other
offering document relating to such offering or (z) of the receipt
by the Company of any notification with respect to the suspension
of the qualifica tion of any Registrable Securities for sale under
the applicable securities or blue sky laws of any jurisdiction;
viii) otherwise use its reasonable efforts to comply
with all applicable rules and regulations of the SEC;
ix) provide a transfer agent and registrar for all
Registrable Securities covered by such registration statement not
later than the effective date of such registration statement;
x) furnish, at the Company's expense, unlegended
certificates representing ownership of the securities being sold in
such denominations as shall be requested and instruct the transfer
agent to release any stop transfer orders with respect to the
Subject Shares being sold;
xi) notify each Participating Holder at any time when a
prospectus relating to the Subject Shares is required to be
delivered under the Securities Act of the happening of any event as
a result of which the prospec tus included in such registration
statement contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein
(in the case of the prospectus or any preliminary prospectus, in
light of the circumstances under which they were made) not
misleading, and the Company will, as promptly as practicable
thereafter, prepare and file with
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the SEC and furnish a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of Subject Shares
such prospectus will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of the
prospectus or any preliminary prospectus, in light of the
circumstances under which they were made) not misleading;
xii) enter into customary agreements (including an
underwrit ing agreement in customary form in the case of an
underwritten offering) and make such representations and warranties
to the sellers and underwriter(s) as in form and substance and
scope are customarily made by issuers to under writers in
underwritten offerings and take such other actions as the Holders
or the managing underwriter(s) or agent, if any, reasonably require
in order to expedite or facilitate the disposition of such Subject
Shares. A Participating Holder may, at its option, require that any
or all of the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of
such underwriter(s) also be made to and for the benefit of the
Participating Holder, and that any or all of the conditions
precedent to the obligations of such underwriter(s) under such
underwriting agreement also be conditions precedent to the
obligations of the Participating Holder;
xiii) make available for inspection by the
Participating Holders, any underwriter or agent participating in
any disposition pursuant to such registration statement, and any
attorney, accountant or other similar professional advisor retained
by any such Participating Holders or under writer (collectively,
the "Inspectors"), all pertinent financial and other re cords,
pertinent corporate documents and properties of the Company (collec
tively, the "Records"), as shall be reasonably necessary to enable
them to exercise their due diligence responsibility, and cause the
Company's officers, directors and employees to supply all
information reasonably requested by any such Inspector in
connection with such registration statement;
xiv) make available senior management personnel of the
Company to participate in, and cause them to cooperate with the
under writer(s) in connection with, "road show" and other customary
marketing activities, including "one-on-one" meetings with
prospective purchasers of the Subject Shares;
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xv) obtain for delivery to the Company, the
underwriter(s) or their agent, with copies to the Participating
Holders, a "cold comfort" letter from the Company's independent
public accountants in customary form and covering such matters of
the type customarily covered by "cold comfort" letters as the
Participating Holders or the managing underwriter(s) reasonably
request;
xvi) obtain for delivery to the Participating Holders
and the underwriter(s) or their agent an opinion or opinions from
counsel for the Company in customary form and reasonably
satisfactory to the Participating Holders, underwriters or agents
and their counsel;
xvii) make available to its security holders earnings
state ments, which need not be audited, satisfying the provisions
of Section 11(a) of the Securities Act no later than 90 days after
the end of the 12-month period beginning with the first month of
the Company's first quarter commencing after the effective date of
the registration statement, which earnings statements shall cover
said 12-month period;
xviii) make every reasonable effort to prevent the
issuance of any stop order suspending the effectiveness of the
registration statement or of any order preventing or suspending the
effectiveness of such registration statement at the earliest
possible moment;
xix) cause the Subject Shares to be registered with or
ap proved by such other governmental agencies or authorities
(including foreign governmental agencies and authorities) as may be
necessary to enable the sellers thereof or the underwriters(s), if
any, to consummate the disposition of such Subject Shares;
xx) cooperate with the Holders and the managing under
writer(s), if any, or any other interested party (including any
interested broker-dealer) in making any filings or submission
required to be made, and the furnishing of all appropriate
information in connection therewith, with the National Association
of Securities Dealers, Inc. ("NASD");
xxi) cause its subsidiaries to take action necessary to
effect the registration of the Subject Shares contemplated hereby,
including filing any required financial information;
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xxii) effect the listing of the Subject Shares on the
New York Stock Exchange or such other national securities exchange
or over-the-counter market on which shares of the Common Stock
shall then be listed; and
xxiii) take all other steps necessary to effect the
registration of the Subject Shares contemplated hereby.
(b) The Holders shall provide (in writing and signed by
the Holders and stated to be specifically for use in the related registration
statement, preliminary prospectus, prospectus or other document incident
thereto) all such information and materials and take all such action as may be
required in order to permit the Company to comply with all applicable
requirements of the SEC and any applicable state securities laws and to obtain
any desired acceleration of the effective date of any registration statement
prepared and filed by the Company pursuant to this Agreement.
(c) The Holders shall, if requested by the Company or
the managing underwriter(s) in connection with any proposed registration and
distribu tion pursuant to this Agreement, (i) agree to sell the Subject Shares
on the basis provided in any underwriting arrangements entered into in
connection therewith and (ii) complete and execute all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents customary
in similar offerings; provided, however, that in no event shall a Participating
Holder be required to make any representations or warranties to or agreements
with the Company or the under writer(s) other than representations, warranties
or agreements regarding the Par ticipating Holder and its ownership of the
securities being registered on its behalf and its intended method of
distribution and any other representation required by law.
(d) Upon receipt of any notice from the Company that
the Company has become aware that the prospectus (including any preliminary
prospec tus) included in any registration statement filed pursuant to Section
2(a) or Section 3, as then in effect, contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, the Holders shall
forthwith discontinue disposition of Subject Shares pursuant to the
registration statement covering the same until the Holders' receipt of copies
of a supplemented or amended prospectus and, if so directed by the Company,
deliver to the Company (at the Company's expense) all copies other than
permanent file copies then in the Holder's possession, of the prospectus
covering the
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Subject Shares that was in effect prior to such amendment or supplement.
(e) The Company shall pay all Registration Expenses.
For purposes of this Agreement, "Registration Expenses" shall mean all expenses
xxxx xxxx to the Company's performance of or compliance with its obligations
under this Agreement to effect the registration of Registrable Securities
pursuant to Section 2(a) or Section 3 of this Agreement, and the disposition of
such securities, including, without limitation, all registration, filing,
qualification and other fees and expenses of complying with securities or blue
sky laws, transfer agents and registrars' fees, all word processing,
duplicating and printing expenses, the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses
of any special audits or "cold comfort" letters required by or incident to such
performance and compliance, but excluding underwriting discounts and com
missions in respect of Registrable Securities and the fees and disbursements of
any counsel retained by the Participating Holders (which underwriting discounts
and commissions and fees and disbursements of counsel shall be paid by the
Participating Holders).
(f) In connection with any sale of Subject Shares that
are registered pursuant to this Agreement, the Company and the Holders shall
enter into an agreement providing for indemnification of the Holders by the
Company, and indemnification of the Company by the Holders, on terms customary
for such agreements at that time (it being understood that any disputes arising
as to what is customary shall be resolved by counsel to the underwriter(s)).
5. Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or delivery by telecopy or facsimile at the address or number desig
nated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such
delivery (if deliv ered other than on a business day during normal business
hours where such notice is to be received) or (b) on the third business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual service, fully prepaid, addressed to
such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:
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If to the Company, to:
Golden State Bancorp Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Chief Financial Officer
Telecopy: (000) 000-0000
If to FGH, to:
MacAndrews & Forbes Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Telecopy: (000) 000-0000
If to Ford, to:
Xxxxxx'x Xxxx/Ford, Ltd.
c/o Xxxxxx X. Xxxx
California Federal Bank
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
If to any other Holder,
to such name at such address as such Holder shall have
indicated in a written notice delivered to the other parties
to this Agreement.
Any party hereto may from time to time change its address for notices under
this Section 5 by giving at least 10 days' notice of such changes to the other
parties hereto.
6. Waivers. No waiver by any party of any default with respect to
any provision, condition or requirement hereof shall be deemed to be a
continuing waiver in the future thereof or a waiver of any other provision,
condition or require ment hereof; nor shall any delay or omission of any party
to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.
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7. Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
8. Successors and Assigns; Amendments. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
assigns, including without limitation and without the need for an express
assignment each subsequent Holder of any Registrable Securities. Except as
provided in this Section 8, neither the Company nor any Holder shall assign
this Agreement or any rights hereunder without the prior written consent of the
other parties hereto; provided, that in connection with a bona fide pledge by
the Holder of any Registrable Securities, the Holder may assign its rights
under this Agreement to the beneficiary of such pledge. The assignment by a
party of this Agreement or any rights hereunder shall not affect the
obligations of such party hereunder. This Agreement may not be amended except
by a written instrument executed by the parties hereto.
9. No Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.
10. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Delaware without regard to the principles of conflicts of laws.
11. Entire Agreement. This Agreement contains the entire agreement
of the parties hereto in respect of the subject matter hereof and supersedes
all prior agreements and understandings between the parties with respect to the
subject matter hereof.
12. Execution. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counter part.
13. Available Information. If at any time the Company is required
to file reports in compliance with either Section 13 or Section 15(d) of the
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Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company
will comply with all rules and regulations of the SEC applicable in connection
with the use of Rule 144 or Rule 144A promulgated under the Securities Act and
will, upon the re quest of any Holder, take such other actions and furnish the
Holder with information as the Holder may reasonably request in order to avail
itself of such rule or any other rule or regulation of the SEC allowing the
Holder to sell any Registrable Securities without registration, and will, at
its expense, forthwith upon the request of the Holder, deliver to such party a
certificate, signed by the Company's principal xxxxx cial officer, stating (a)
the Company's name, address and telephone number (includ ing area code), (b)
the Company's Internal Revenue Service identification number, (c) the Company's
SEC file number, (d) the number of shares of each class of stock outstanding as
shown by the most recent report or statement published by the Company, and (e)
whether the Company has filed the reports required to be filed under the
Exchange Act for a period of at least 90 days prior to the date of such
certificate and in addition has filed the most recent annual report required to
be filed thereunder or as to such matters as would then be required to
establish compliance with Rule 144 or any successor rule or rules under the
Securities Act. If at any time the Company is not required to file reports in
compliance with either Section 13 or Section 15(d) of the Exchange Act, the
Company at its expense will, forthwith upon the written request of the Holder,
make available adequate current public information with respect to the Company
within the meaning of paragraph (c)(2) of Rule 144.
14. Injunctions. Irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
its specific terms or were otherwise breached. Therefore, the parties hereto
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which they may be entitled at law or in equity.
15. Severability. If any term or provisions of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the re mainder of the terms and provisions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term or provision.
16. Further Assurances. Subject to the specific terms of this
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Agreement, each Holder and the Company shall make, execute, acknowledge and
deliver such other instruments and documents, and take all such other actions,
as may be reasonably required in order to effectuate the purposes of this
Agreement and to consummate the transactions contemplated hereby.
17. No Other Registration Rights. The Company represents and
warrants to each Stockholder that there is not in effect on the date of this
Agreement any agreement by the Company (other than this Agreement) pursuant to
which any holders of securities of the Company have a right to cause the
Company to register or qualify such securities under the Securities Act or any
securities or blue sky laws of any jurisdiction.
18. Recapitalization, Exchanges, etc., Affecting the Company's
Capital Stock. The provisions of this Agreement shall apply to the full extent
set forth herein with respect to any and all shares of capital stock of the
Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise), or at the election of a Holder,
any person who controls any of the fore going, which may be issued in respect
of, in exchange for or in substitution of, the Registrable Securities.
19. Defined Terms. All capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Merger Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agree ment
to be duly executed by their respective authorized officers as of the date
hereof.
GOLDEN STATE BANCORP INC.
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxxx
Title: Chief Financial Officer
FIRST GIBRALTAR HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXX'X XXXX/FORD, LTD.
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Name: Xxxxxx X. Xxxx
Title: General Partner
16
