EXHIBIT 99.1
October 27, 1996
Mercantile Bancorporation Inc.
Mercantile Tower
St. Louis, Missouri 63166
Dear Sirs:
The undersigned understands that Mercantile Bancorporation Inc. ("Mercantile")
and Xxxx Xxxxx Bancshares, Inc. ("Bancshares") are entering into an Agreement
and Plan of Reorganization (the "Agreement") providing for, among other things,
a merger between a wholly owned subsidiary of Mercantile and Bancshares (the
"Merger") in which all of the outstanding shares of capital stock of Bancshares
will be exchanged for shares of common stock, par value $5.00 per share, of
Mercantile. This letter agreement is being executed by me solely in my capacity
as a shareholder of Bancshares.
As a condition and inducement to your willingness to enter into the Agreement:
Ownership of Stock. Except to the extent set forth on Schedule A, I represent
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that I have sole voting and dispositive power over that number of shares of the
Common Stock, par value $1.25 per share, of Bancshares ("Bancshares Common
Stock") as set forth on Schedule A hereto, and that I beneficially own such
shares free and clear of all liens, charges and encumbrances, agreements and
commitments of every kind. The representation set forth in this paragraph shall
not survive the consummation of the Merger.
No Disposition or Solicitation. I will not sell, agree to sell or otherwise
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transfer or dispose of any Bancshares Common Stock, other than pursuant to the
Merger or to an affiliate who agrees to comply herewith, nor will I directly or
indirectly solicit, initiate, or encourage any inquiries or proposals from,
discuss or negotiate with, or provide any non-public information to, any person
relating to any sale of Bancshares, or any of its business, material assets, or
capital stock, or any business combination or similar transaction involving
Bancshares ("Alternative Transaction"). Nothing in this letter agreement shall
preclude the undersigned from discharging his fiduciary duties as a director of
the Company.
Voting. I agree that I will vote all Bancshares Common Stock beneficially owned
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by me at the record date for any meeting of stockholders of Xxxxxxxxxx called to
consider and vote on the Merger in favor of the Merger and I will vote against,
and not consent to, any Alternative Transaction or any action to nullify or
prevent the Merger at any meeting
of stockholders of Bancshares called to consider and vote on any Alternative
Transaction or any such action.
No Disposition of Bancshares or Mercantile Common Stock. In my capacity as a
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Bancshares shareholder, I represent that (i) I have no present plan or intention
to sell, exchange, or otherwise dispose of (or enter into any transaction to
reduce my equity risk with respect to) any shares of Mercantile Common Stock to
be received pursuant to the Merger, (ii) I have not transferred, and have no
present plan or intention to transfer, any shares of Bancshares Common Stock
prior to the Effective Time of the Merger in contemplation of the Merger, and
(iii) both of the foregoing representations will be true, correct and complete
as of the Effective Time of the Merger as though made as of the Effective Time
of the Merger. I understand that the representations made in this paragraph
will be relied upon by Xxxxxx & Xxxxxx, counsel to Bancshares, and Xxxxxxxx,
Xxxxxx, Xxxxx & Xxxx, counsel to Mercantile (each of whom is an intended third-
party beneficiary of the representations in this paragraph), in rendering their
opinions pursuant to Sections 6.02(c) and 6.03(c), respectively, of the
Agreement.
Termination. This letter agreement shall terminate upon the termination of the
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Agreement in accordance with its terms.
Miscellaneous. This letter agreement shall bind and benefit the respective
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parties' successors, assigns, executors, trustees and heirs. Damages are
inadequate for breach by me of any term of this agreement and Mercantile shall
be entitled to preliminary and permanent injunctive relief to enforce this
agreement. This letter agreement shall be governed by and construed under the
laws of the State of Missouri (without giving effect to the choice of law
provisions thereof). Any term hereof which is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without affecting remaining terms or their
validity or enforceability in any other jurisdiction. If any provision of this
letter agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.
This letter agreement may be executed in any number of counter parts, each of
which shall be deemed an original and all of such counterparts together shall
constitute one and the same instrument.
Very truly yours,
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Confirmed and accepted
as of the date first above written:
MERCANTILE BANCORPORATION INC.
By:
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Name:
Title:
SCHEDULE A
Number of Shares
of Bancshares Common Stock Address and
Name of Owned Beneficially Contact
Shareholder and of Record Person
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