OPTION AGREEMENT
This OPTION AGREEMENT (this "Agreement"), dated as of July 26, 2000,
is made and entered into by and between Allegiant Bancorp, Inc., a
Missouri corporation ("Allegiant"), and Equality Bancorp, Inc., a
Delaware corporation ("Equality").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Allegiant, Allegiant Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Allegiant ("Acquisition
Corp."), and Equality are entering into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), which provides,
among other things, for the merger of Acquisition Corp. with and into
Equality (the "Merger"), upon the terms and subject to the conditions of
the Merger Agreement.
WHEREAS, as a condition to Allegiant's and Acquisition Corp.'s
willingness to enter into the Merger Agreement, Allegiant has requested
that Equality agree, and Equality has agreed, to grant to Allegiant an
option to purchase shares of Equality's common stock, par value $.01 per
share ("Equality Common Stock"), on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in the Merger Agreement, the parties
hereto agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set
forth herein (including the conditions to exercise set forth in Section
2 of this Agreement), Equality hereby grants to Allegiant an irrevocable
option (the "Option") to purchase up to 474,000 shares of Equality
Common Stock (subject to adjustment as set forth in Section 9 of this
Agreement) (the "Option Shares") at a per share purchase price of $9.50
(subject to adjustment as set forth in Section 9 of this Agreement) (the
"Exercise Price"); provided, however, that in no event shall the number
of shares for which the Option is exercisable exceed 19.9% of the issued
and outstanding shares of Equality Common Stock without giving effect to
any shares subject to or issued pursuant to the Option.
2. EXERCISE OF OPTION. (a) Conditions to Exercise. Allegiant
may exercise the Option, in whole or in part, at any time and from time
to time until the occurrence of an Exercise Termination Event (as
defined below), if, but only if both a Triggering Event (as defined
below) and an
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Exercise Event (as defined below) shall have occurred before such
exercise of the Option. Each of the following shall be an "Exercise
Termination Event": (i) the Effective Time of the Merger; (ii)
termination of the Merger Agreement pursuant to Sections 7.1(a), (d),
(e) or (h) of the Merger Agreement; (iii) termination of the Merger
Agreement in accordance with the provisions thereof if such termination
occurs before the occurrence of a Triggering Event; or (iv) the passage
of nine months after termination of the Merger Agreement (other than a
termination of the Merger Agreement pursuant to Sections 7.1(a), (d),
(e) or (h) of the Merger Agreement) if such termination follows the
occurrence of a Triggering Event. Any purchase of shares upon exercise
of the Option shall be subject to compliance with applicable law,
including the Home Owners' Loan Act of 1933 and the Regulations of the
Office of Thrift Supervision ("OTS") promulgated thereunder (together,
"HOLA").
(b) Triggering Event. The term "Triggering Event" shall
mean any of the following events or transactions occurring after the
date hereof:
(i) Equality or its wholly-owned subsidiary,
Equality Savings Bank, a state chartered savings bank ("Savings Bank"),
without having received Allegiant's prior written consent, shall have
entered into an agreement to engage in an Acquisition Transaction (as
hereinafter defined) with any person other than Allegiant or any of its
affiliates, the Board of Directors of Equality shall have recommended
that the shareholders of Equality approve or accept any Acquisition
Transaction other than as contemplated by the Merger Agreement, the
Board of Directors of Equality shall have withdrawn its recommendation
or failed to recommend that the shareholders of Equality vote "FOR" the
Merger Agreement and the Merger or Equality shall have breached its
obligations under Section 5.11 of the Merger Agreement. For purposes of
this Agreement, "Acquisition Transaction" shall mean (x) a merger,
consolidation, share exchange, or similar business combination
transaction, involving Equality or Savings Bank, (y) a purchase, lease
or other acquisition of 25% or more of the assets of Equality or
Savings Bank, or (z) a purchase or other acquisition (including by way
of merger, consolidation, share exchange or otherwise) of securities
representing 25% or more of the voting power of Equality or Savings
Bank.
(ii) Any person other than Allegiant or an affiliate
of Allegiant shall have acquired beneficial ownership or the right to
acquire beneficial ownership of, or commenced a tender offer or exchange
offer for, 25% or more of the outstanding shares of Equality Common
Stock (the term "beneficial ownership" for purposes of this Agreement
having the meaning assigned thereto in Section
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13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder);
(iii) Any person other than Allegiant or an affiliate
of Allegiant shall have made a bona fide proposal to Equality or Savings
Bank by public announcement or written communication that is or becomes
the subject of public disclosure to engage in an Acquisition
Transaction; or
(iv) Any person other than Allegiant or an affiliate
of Allegiant, other than in connection with a transaction to which
Allegiant has given its prior written consent, shall have filed an
application or notice with the OTS or other federal or state bank
regulatory authority, which application or notice has been accepted for
processing, for approval to engage in an Acquisition Transaction.
(c) Exercise Event. The term "Exercise Event" shall mean
either of the following events or transactions occurring after the date
hereof:
(i) The acquisition by any person of beneficial
ownership of 25% or more of the then outstanding Equality Common Stock
without giving effect to any shares subject to or issued pursuant to the
Option; or
(ii) The execution by Equality or Equality Savings
Bank of an agreement for an Acquisition Transaction with any person
other than Allegiant or any of its affiliates.
(d) Notice by Company of Triggering and Exercise Events.
Equality shall notify Allegiant promptly in writing of the occurrence of
any Triggering Event or Exercise Event, it being understood that the
giving of such notice by Equality shall not be a condition to the right
of Allegiant to exercise the Option.
(e) Exercise Procedures and Closing. If Allegiant wishes
to exercise the Option, it shall send to Equality a written notice (the
"Notice") (the date of such exercise being herein referred to as the
"Notice Date") specifying (i) the total number of Option Shares it
intends to purchase pursuant to such exercise and (ii) a place and date
not earlier than three business days nor later than 30 business days
from the Notice Date for the closing of such purchase (the "Closing
Date"); provided that, if the closing of the
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purchase and sale pursuant to the Option (the "Closing") cannot be
consummated by reason of any applicable judgment, decree, order, law or
regulation, the period of time that otherwise would run pursuant to this
sentence shall run instead from the date on which such restriction or
consummation has expired or been terminated; and provided further,
without limiting the foregoing, that if prior notification to or
approval of the OTS or any other regulatory authority is required in
connection with such purchase, Allegiant shall promptly file the
required notice or application for approval and shall expeditiously
process the same (and Equality shall fully cooperate with Allegiant in
the filing of any such notice or application and the obtaining of any
such approval), and the period of time that otherwise would run pursuant
to this sentence shall run instead from the date on which, as the case
may be, (i) any required notification period has expired or been
terminated or (ii) such approval has been obtained, and in either event,
any requisite waiting period has passed.
(f) Termination of Exercise Election. Notwithstanding
Section 2(e), in no event shall any Closing Date be more than six months
after the related Notice Date, and if the Closing Date shall not have
occurred within six months after the related Notice Date due to the
failure to obtain any such required approval, the exercise of the Option
effected on the Notice Date shall be deemed to have expired. If (i)
Allegiant receives official notice that an approval of the OTS or any
other regulatory authority required for the purchase of Option Shares
would not be issued or granted or (ii) a Closing Date shall not have
occurred within six months after the related Notice Date due to the
failure to obtain any such required approval, Allegiant shall be
entitled to exercise its rights as set forth in Section 6.
3. PAYMENT AND DELIVERY OF CERTIFICATES. (a) Payment of
Exercise Price. On each Closing Date, Allegiant shall pay to Equality in
immediately available funds by wire transfer to a bank account
designated by Equality an amount equal to the Exercise Price multiplied
by the number of Option Shares to be purchased on such Closing Date.
(b) Issuance of Certificates. At each Closing,
simultaneously with the delivery of immediately available funds as
provided in Section 3(a), Equality shall deliver to Allegiant a
certificate or certificates representing the Option Shares to be
purchased at such Closing, which Option Shares shall be free and clear
of all liens, claims, charges and encumbrances of any kind whatsoever,
and Allegiant shall deliver to Equality a letter, in customary form,
agreeing that Allegiant shall not offer to sell or otherwise dispose of
such Option Shares in violation of applicable law or the provisions of
this Agreement.
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(c) Certificate Legend. Certificates for the Option
Shares delivered at each Closing shall be endorsed with a restrictive
legend which shall read substantially as follows:
THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS
SUBJECT TO RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND PURSUANT TO THE TERMS OF AN OPTION AGREEMENT DATED
AS OF JULY 26, 2000. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO
THE HOLDER HEREOF WITHOUT CHARGE UPON RECEIPT BY SELLER OR A
WRITTEN REQUEST THEREFOR.
It is understood and agreed that the above legend shall be removed by
delivery of substitute certificate(s) without such legend if Allegiant
shall have delivered to Equality a copy of a letter from the staff of
the SEC, or an opinion of counsel in form and substance reasonably
satisfactory to Equality and its counsel, to the effect that such legend
is not required for purposes of the Securities Act of 1933, as amended
(the "Securities Act").
4. REPRESENTATIONS AND WARRANTIES OF EQUALITY. Equality
represents and warrants to Allegiant that:
(a) Corporate Status and Authority. Equality is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has the corporate power and
authority to enter into this Agreement, and subject to any regulatory
approvals referred to herein to consummate the transactions contemplated
hereby.
(b) Due Authorization. The execution and delivery of this
Agreement by Equality and the consummation by Equality of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Equality and no other
corporate proceedings on the part of Equality are necessary to authorize
this Agreement or any of the transactions contemplated hereby.
(c) Enforceability. This Agreement has been duly executed
and delivered by Equality, constitutes a valid and binding obligation of
Equality and, assuming this Agreement constitutes a valid and binding
obligation of Allegiant, is enforceable against Equality in accordance
with its terms.
(d) Authority and Validity of Option Shares. Equality has
taken all necessary corporate action to authorize and reserve for
issuance and to permit it to issue, upon exercise of the
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Option, and at all times from the date hereof through the expiration of
the Option will have reserved, authorized and unissued shares of
Equality Common Stock equal to the number of outstanding Option Shares
as adjusted pursuant to Section 9 hereof, all of which, upon their
issuance and delivery in accordance with the terms of this Agreement,
will be validly issued, fully paid and nonassessable.
(e) Absence of Liens on Option Shares. Upon delivery of
the Option Shares to Allegiant upon the exercise of the Option,
Allegiant will acquire the Option Shares free and clear of all claims,
liens, charges, encumbrances and security interests of any nature
whatsoever.
(f) No Conflict. The execution and delivery of this
Agreement by Equality does not, and the consummation by Equality of the
transactions contemplated hereby will not, violate, conflict with, or
result in a breach of any provision of, or constitute a default (with or
without notice or lapse of time, or both) under, or result in the
termination of, or accelerate the performance required by, or result in
a right of termination, cancellation, or acceleration of any obligation
or the loss of a material benefit under or the creation of a lien,
pledge, security interest or other encumbrance on assets (any such
conflict, violation, default, right of termination, cancellation or
acceleration, loss or creation, a "Violation") of Equality or any of its
subsidiaries, which Violation would have a material adverse effect on
Equality or Allegiant.
5. REPRESENTATIONS AND WARRANTIES OF ALLEGIANT. Allegiant
represents and warrants to Equality that:
(a) Corporate Status and Authority. Allegiant is a corporation
duly organized, validly existing and in good standing under the laws of
the State of Missouri and has the corporate power and authority to enter
into this Agreement and to carry out its obligations hereunder.
(b) Due Authorization. The execution and delivery of this
Agreement by Allegiant and the consummation by Allegiant of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Allegiant and no other
corporate proceedings on the part of Allegiant are necessary to
authorize this Agreement or any of the transactions contemplated hereby.
(c) Enforceability. This Agreement has been duly executed
and delivered by Allegiant and constitutes a valid and binding
obligation of Allegiant, and, assuming this Agreement
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constitutes a valid and binding obligation of Equality, is enforceable
against Allegiant in accordance with its terms.
6. TERMINATION ELECTION BY ALLEGIANT. (a) Termination Fee. At
the request of Allegiant (the date at which such request is made is
hereinafter referred to as the "Election Date") at any time commencing
upon the first occurrence of an Exercise Event and ending upon the
occurrence of an Exercise Termination Event the right to exercise the
Option pursuant to Section 2 hereof, to the extent not exercised, shall
terminate, and Equality (or any successor entity thereof) shall pay to
Allegiant the Termination Fee. The Termination Fee (the "Termination
Fee") shall be equal to the excess, if any, of (x) the Applicable Price
(as defined below) for each share of Equality Common Stock over (y) the
Exercise Price, multiplied by the number of Option Shares with respect
to which the Option has not been exercised.
(b) Payment of Termination Fee. If Allegiant exercises
its rights under this Section 6, Equality shall, within 20 business days
after such Election Date, pay the Termination Fee to Allegiant in
immediately available funds, and, as of the Election Date, the right to
exercise the Option pursuant to Section 2 hereof shall terminate.
Notwithstanding the foregoing, to the extent that prior notification to
or approval of the OTS or other regulatory authority is required in
connection with the payment of all or any portion of the Termination
Fee, Equality shall deliver from time to time that portion of the
Termination Fee that it is not then so prohibited from paying and shall
promptly file the required notice or application for approval and shall
expeditiously process the same (and Allegiant shall cooperate with
Equality in the filing of any such notice or application and the
obtaining of any such approval), and the period of time that otherwise
would run pursuant to the preceding sentence for the payment of the
portion of the Termination Fee requiring such notification or approval
shall run instead from the date on which, as the case may be, (i) any
required notification period has expired or been terminated or (ii) such
approval has been obtained and, in either event, any requisite waiting
period shall have expired. If the OTS or any other regulatory authority
prohibits payment of any part of the Termination Fee, Equality shall
promptly give notice of such fact to Allegiant and Allegiant shall
thereafter have the right to exercise the Option as to the number of
Option Shares for which the Option was exercisable at such Election Date
less the number of shares as to which a Termination Fee has been
delivered pursuant to Section 6(a); provided that, if the Option shall
have expired pursuant to Section 2 hereof before the date of such notice
or shall be scheduled to expire at any time before the expiration of a
period ending on the 30th business day after such date, Allegiant shall
nonetheless have the right to exercise the Option pursuant to Section 2
hereof until the expiration of such period of 30 business days.
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(c) Applicable Price. For purposes of this Agreement, the
"Applicable Price" means the highest of (i) the highest price per share
at which a tender or exchange offer has been made for shares of Equality
Common Stock after the date of this Agreement and on or before such
Election Date, (ii) the price per share to be paid by any third party
for shares of Equality Common Stock or the consideration per share to be
received by holders of Equality Common Stock, in each case pursuant to
an agreement for a merger or other business combination transaction with
Equality entered into on or before such Election Date or (iii) the
highest sale price per share on the American Stock Exchange (or, if the
shares of Equality Common Stock are no longer traded thereon, on the
principal trading market on which such shares are traded as reported by
a recognized source) during the 30 business days preceding such Election
Date. If the consideration to be offered, paid or received pursuant to
either of the foregoing clauses (i) or (ii) shall be other than in cash,
the value of such consideration shall be determined in good faith by an
investment banking firm selected by Allegiant and reasonably acceptable
to Equality, which determination shall be conclusive for all purposes of
this Agreement.
7. REGISTRATION RIGHTS. Equality shall, if requested by
Allegiant at any time within two years after a Closing Date for Option
Shares as expeditiously as possible prepare and file a registration
statement under the Securities Act in order to permit the sale or other
disposition of any or all such Option Shares or other securities that
have been acquired by Allegiant upon exercise of the Option in
accordance with the intended method of sale or other disposition stated
by Allegiant, including a "shelf" registration statement under Rule 415
under the Securities Act or any successor provision, and Equality shall
use its best efforts to qualify such shares or other securities under
any applicable state securities laws. Allegiant agrees to use all
reasonable efforts to cause, and to cause any underwriters of any sale
or other disposition to cause, any sale or other disposition pursuant to
such registration statement to be effected on a widely distributed basis
so that upon consummation thereof no purchaser or transferee shall own
beneficially 5% or more of the then outstanding voting power of
Equality. Equality shall use all reasonable efforts to cause each such
registration statement to become effective, to obtain all consents or
waivers of other parties which are required therefor and to keep such
registration statement effective for such period not in excess of 120
days from the day such registration statement first becomes effective as
may be reasonably necessary to effect such sale or other disposition.
The obligations of Equality hereunder to file a registration statement
and to maintain its effectiveness may be suspended for one or more
periods of time not exceeding 90 days in the aggregate if the Board of
Directors of Equality shall have reasonably determined that the filing
of such registration statement or the maintenance of its
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effectiveness would require disclosure of nonpublic information that
would materially and adversely affect Equality. Any registration
statement prepared and filed under this Section 7, and any sale covered
thereby, shall be at Equality's expense except for underwriting
discounts or commissions, brokers' fees and the fees and disbursement of
Allegiant's counsel related thereto. Allegiant shall provide all
information reasonably requested by Equality for inclusion in any
registration statement to be filed hereunder. If, during the time
periods referred to in the first sentence of this Section 7, Equality
effects a registration under the Securities Act of Equality Common Stock
for its own account or for any other shareholders of Equality (other
than on Form S-4 or Form S-8, or any successor form), it shall allow
Allegiant the right to participate in such registration, and such
participation shall not affect the obligation of Equality to effect a
registration statement for Allegiant under this Section 7; provided
that, if the managing underwriters of such offering advise Equality in
writing that in their opinion the number of shares of Equality Common
Stock requested to be included in such registration exceeds the number
which can be sold in such offering, Equality shall include the shares
requested to be included therein by Allegiant only to the extent
permitted by the managing underwriters consistent with the financing
requirements of Equality. In connection with any registration pursuant
to this Section 7, Equality and Allegiant shall provide each other and
any underwriter of the offering with customary representations,
warranties, covenants, indemnification and contribution in connection
with such registration.
8. VOTING OF OPTION SHARES. Subject to restrictions imposed
under the laws of the State of Delaware, if any, Allegiant shall have
the right to vote any Option Shares acquired by it pursuant to this
Agreement in any manner it deems appropriate, as determined in its sole
discretion. Before exercise of the Option, Allegiant shall have no
rights to vote any shares or have any other rights as a shareholder of
Equality.
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. Without
limitation to any restriction on Equality contained in this Agreement or
in the Merger Agreement, in the event of any dividend (whether in cash,
securities or other property, but excluding any regular, quarterly cash
dividend of Equality) stock split, reclassification, recapitalization,
reverse split, merger (other than the Merger), combination, exchange of
shares or similar event, with respect to the Equality Common Stock, or
the sale of Equality Common Stock or the grant of any option for the
purchase of Equality Common Stock to anyone other than Allegiant, the
type and number of shares or securities subject to the Option, and the
Exercise Price provided in Section 1, shall be adjusted appropriately to
restore to Allegiant its rights hereunder, including the right to
purchase from Equality (or its successors) shares of Equality Common
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Stock representing 19.9% of the outstanding Equality Common Stock,
without giving effect to any shares subject to or issued pursuant to the
Option, for the aggregate price calculated as of the date of this
Agreement by multiplying the number of Option Shares set forth in
Section 1 by the per share Exercise Price set forth in Section 1.
10. ADDITIONAL AGREEMENTS OF EQUALITY. Equality agrees:
(i) that it shall at all times until the termination of this Agreement
have reserved for issuance upon the exercise of the Option that number of
authorized and reserved shares of Equality Common Stock equal to the
maximum number of shares of Equality Common Stock at any time and from
time to time issuable hereunder; (ii) that it will not, by amendment of
its certificate of incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other
voluntary act, avoid or seek to avoid the observance or performance of
any of the covenants, stipulations or conditions to be observed or
performed hereunder by Equality; and (iii) that it will cooperate with
Allegiant in taking all action required (including complying with all
applications, premerger notification, reporting and waiting period
requirements specified in federal or state law or regulations necessary
before the Option may be exercised and providing such information to
each such governmental authority as it may require) in order to permit
Allegiant to exercise the Option.
11. BINDING EFFECT; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
Except as expressly provided for in this Agreement or the Merger
Agreement, neither this Agreement nor the rights or the obligations of
either party hereto are assignable, except by operation of law, or with
the written consent of the other party. Nothing contained in this
Agreement, express or implied, is intended to confer upon any person
other than the parties hereto and their respective permitted assigns any
rights or remedies of any nature whatsoever by reason of this Agreement.
12. SPECIFIC PERFORMANCE. The parties recognize and agree that
if for any reason any of the provisions of this Agreement are not
performed in accordance with their specific terms or are otherwise
breached, immediate or irreparable harm or injury would be caused for
which money damages would not be an adequate remedy. Accordingly, each
party agrees that, in addition to other remedies, the other party shall
be entitled to an injunction restraining any violation or threatened
violation of the provisions of this Agreement. In the event that any
action should be brought in equity to enforce the
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provisions of the Agreement, neither party will allege, and each party
hereby waives the defense, that there is adequate remedy at law.
13. ENTIRE AGREEMENT. This Agreement and the Merger Agreement
(including the exhibits and schedules thereto) constitute the entire
agreement among the parties with respect to the subject matter hereof
and thereof and supersede all other prior agreements and understandings,
both written and oral, among the parties or any of them with respect to
the subject matter hereof and thereof.
14. FURTHER ASSURANCES. Each party will execute and deliver all
such further documents and instruments and take all such further action
as may be necessary or in order to consummate the transactions
contemplated hereby.
15. VALIDITY. If any court or other competent authority holds
any provisions of this Agreement to be null, void or unenforceable, the
parties hereto shall negotiate in good faith the execution and delivery
of an amendment to this Agreement in order, as nearly as possible, to
effectuate, to the extent permitted by law, the intent of the parties
hereto with respect to such provision and the economic effects thereof.
If for any reason such court or regulatory agency determines that the
Option does not permit Allegiant to acquire, or does not require
Equality to comply with Section 6 hereof with respect to the full number
of shares of Equality Common Stock as provided in Sections 2 and 6 (as
adjusted pursuant to Section 9), it is the express intention of Equality
to allow Allegiant to acquire or require Equality to comply with Section
6 hereof with respect to such lesser number of shares as may be
permissible without any amendment or modification hereof. Each party
agrees that, should any court or other competent authority hold any
provision of this Agreement or part hereof to be null, void or
unenforceable, or order any party to take any action inconsistent
herewith, or not take any action required herein, the other party shall
not be entitled to specific performance of such provision or part hereof
or to any other remedy, including but not limited to money damages, for
breach hereof or of any other provision of this Agreement or part hereof
as the result of such holding or order.
16. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if (i) delivered
personally, or (ii) sent by reputable overnight courier service, or
(iii) telecopied (receipt electronically confirmed), or (iv) five days
after being mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
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If to Allegiant, to:
Allegiant Bancorp, Inc.
0000 Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Fax No. (000) 000-0000
with a copy to:
Xxxxxx X. Xxxx, Esq.
Xxxxxxxx Xxxxxx LLP
Xxx Xxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Fax No.: (000) 000-0000
If to Equality, to:
Equality Bancorp, Inc.
0000 Xxxxx Xxxxx Xxxx.
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxxxxx X. Xxxxxx, Esq.
Xxxxxx Xxxxxx & Xxxxx
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax No. (000) 000-0000
17. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois
applicable to agreements made and to be performed within such State.
18. INTERPRETATION. When a reference is made in this Agreement
to a Section such reference shall be to a Section of this Agreement
unless otherwise indicated. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation". The descriptive headings
herein are inserted for convenience of reference only and are not
intended to be part of or to affect the meaning or interpretation of
this Agreement.
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19. EXPENSES. Except as otherwise expressly provided herein or
in the Merger Agreement, all costs and expenses incurred in connection
with the transactions contemplated by this Agreement shall be paid by
the party incurring such expenses.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective duly authorized officers as of the
date first above written.
ALLEGIANT BANCORP, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: President and Chief Executive
Officer
EQUALITY BANCORP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President and Chief
Executive Officer
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