Exhibit 2.2
STOCK PURCHASE AGREEMENT
This Agreement entered into as of December 18, 2002, by and between INTERVEST
BANCSHARES CORPORATION, a Delaware corporation with principal offices at 00
Xxxxxxxxxxx Xxxxx (Xxxxx 0000), Xxx Xxxx, Xxx Xxxx 00000 ("Buyer") and XXXX
XXXXXXX, an individual with an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Seller") regarding the purchase and sale of all of the issued and
outstanding capital stock of INTERVEST SECURITIES CORPORATION, a New York
corporation with principal offices at 00 Xxxxxxxxxxx Xxxxx (Xxxxx 0000), Xxx
Xxxx, Xxx Xxxx 00000 (the "Company"). Buyer and Seller are sometimes referred
to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. The Seller is the owner and record holder of one hundred (100)
shares (the "Shares") of the common capital stock of Intervest Securities
Corporation, a New York Corporation (the "Company"), which shares constitute one
hundred percent (100%) of all of the issued and outstanding shares of the
capital stock of the Company.
B. Seller desires to sell to the Buyer, and the Buyer desires to
purchase from Seller the Shares, subject to the terms and conditions set forth
in this Agreement.
C. Seller and Buyer will make certain warranties, representations and
covenants essential to the other in connection with the purchase and sale of the
Shares on the terms and conditions of this Agreement with the intent of being
legally bound.
In consideration of the mutual promises, agreements, representations,
warranties and covenants contained in this Agreement, the Parties agree as
follows:
1. Purchase and Sale of Shares; Purchase Price and Payment; Closing.
-----------------------------------------------------------------
a. Purchase and Sale of Shares. Subject to the terms and
---------------------------
conditions of this Agreement, the Seller will sell, assign, convey,
transfer and deliver to Buyer, free and clear of all liabilities, liens and
encumbrances, and Buyer will purchase and accept from the Sellers, all of
the right, title, and interest in and to the Shares, along with any and all
other rights and interests that Sellersmay have in the Company.
b. Purchase Price. In full consideration for the Shares, Buyer
--------------
shall issue and deliver to Seller thirty thousand (30,000) shares of its
Class B Common Stock, which shares shall be subject to certain restrictions
as set forth in Section 8(b) below.
d. Closing. The closing of the transactions contemplated hereby
-------
(the "Closing") will take place at the offices of Buyer within ten days
after the approvals described in Section 4(b)(4) have been received,or such
other date as may be agreed to by the parties, but in no event later than
June 30, 2003.
2. Deliveries at Closing.
-----------------------
a. Buyer's Deliveries. On the Closing Date, Buyer shall deliver to
------------------
Seller certificates representing the Purchase Price.
b. Seller's Deliveries. On the Closing Date, Seller shall deliver
--------------------
to Buyer the Shares, duly endorsed for transfer to Buyer and all other
documents to be signed by Seller as provided herein.
3. Conditions to Closings. The following items shall be conditions to the
----------------------
Closing of this transaction, and must be satisfied as of the Closing Date:
(a) The Parties shall be in full compliance with and shall have
performed or be prepared to perform, as applicable, all covenants and
pre-closing agreements contained in this Agreement and all of the
representations, warranties and covenants contained in this Agreement shall
be true and correct in all material respects both as of the date of this
Agreement and the Closing Date.
(b) Each item required to be delivered by each Party pursuant to
Section 2 hereof is signed and delivered to the other Party.
(c) There shall be no judgment, decree, injunction, ruling or
order of any court agency or other instrumentality outstanding against
Sellers or the Company which prohibits or materially restricts or delays
the consummation of the Closing.
(d) Buyer shall have received approvals for the ownership change
and to conduct business from all applicable regulatory agencies,
including, without limitation, the Federal Reserve Board, the Securities
and Exchange Commission, the National Association of Securities Dealers,
and applicable State authorities, to conduct business as a broker/dealer as
contemplated by Buyer.
4. Purchaser's Obligation. After the execution of this Agreement, Buyer
-----------------------
will file with the Federal Reserve Board ("FB"), the National
Association of Securities Dealers, Inc. ("NASD"), and such other parites
whose approval may be required, required documentation to obtain approval
for the change in ownership contemplated hereby.
5. Representations, Warranties and Covenants of Seller. Seller represents
------------------------------------------------------
and warrants to Buyer as follows:
a. Organization, Qualification and Corporate Power. The Company is
-----------------------------------------------
a corporation duly organized, validly existing and in good standing
under the laws of the State of New York. The Company is duly qualified to
do business as a foreign corporation and is in good standing under the laws
of each jurisdiction in which either the ownership or use of its assets, or
the nature of its activities, requires such qualification. The Company has
full corporate power and authority to carry on its business and to own and
use its assets.
2
b. Authority and Enforceability. Subject to the recipt of the
------------------------------
consent of the Federal Reserve Board, the NASD and other securities
regulators, Seller has full power and authority to execute, deliver and
perform this Agreement and the execution, delivery and performance of this
Agreement by the Seller has been duly authorized by all necessary corporate
action on the part of the Company. This Agreement has been duly executed
and delivered by Seller and constitutes the valid and legally binding
obligation of Seller, enforceable in accordance with its terms. Except for
the filings described above, neither Seller nor the Company is required to
give any notice to, make any filing with or obtain any authorization,
consent or approval of any federal, state, local or foreign court or
governmental or regulatory agency or authority (each individually an
"Authority") or Person in order for the Parties to consummate the
transactions contemplated by this Agreement.
c. Noncontravention. Neither the execution or delivery of this
----------------
Agreement, nor the consummation of the transactions contemplated by
this Agreement, will (a) violate any law, constitution, code, statute or
ordinance, or any regulation, rule, injunction, judgment, order, decree,
ruling, charge or other restriction of any Authority to which the Company
or Seller is subject; (b) violate any provision of the articles of
incorporation or bylaws, as amended, or any resolution adopted by the board
of directors or shareholder of the Company; or (c) conflict with, result in
a breach of, constitute a default under, result in the acceleration of,
give any Person the right to accelerate, terminate, modify or cancel, or
require any notice under, any agreement, license, permit, authorization,
instrument or other arrangement to which the Company or Seller is a party
or by which the Company or Seller is bound or to which any of the assets of
the Company is subject (or result in the imposition of any lien upon any of
such assets).
d. Subsidiaries. The Company has no subsidiaries.
------------
e. Title to Assets. The Company has good and marketable title to,
----------------
or a valid leasehold interest or license interest in, as applicable,
all of the assets used by the Company or owned by the Company in connection
with the operation of its business (the "Assets"), free and clear of all
liens, claims or encumbrances.
f. Financial Statements. The audited balance sheets of the Company
--------------------
as of December 31, 2001 and 2000 and the related statements of
earnings, stockholder's equity and cash flows for each of the three years
in the period ended December 31, 2001 (including the related notes and
schedules thereto) delivered to Buyer prior to the date hereof (the
"Audited Financial Statements") present fairly, in all material respects,
the financial position and the results of operation and cash flows of the
Company as of the dates or for the periods presented therein in conformity
with United States generally accepted accounting principles ("GAAP")
applied on a consistent basis during the periods involved. The unaudited
balance sheet and the related statements of earnings and cash flows of the
Company for the nine-month period ended September 30, 2002 (the "Interim
Financial Statements"), delivered to the Company prior to the date hereof,
have been prepared in accordance with GAAP applied on a consistent basis
during the period involved and the period covered by the Interim Financial
Statements except as otherwise noted therein. The Interim Financial
Statements
3
reflect all adjustments necessary to present fairly in accordance with
GAAP (except as noted therein), in all material respects, the financial
position, results of operation and cash flows of the Company for the period
presented therein. The Audited Financial Statements and the Interim
Financial Statements are sometimes collectively referred to herein as the
"Financial Statements."
g. Absence of Change. Since September 30, 2002 (the "Most Recent
-------------------
Balance Sheet Date"), there has been no event or occurrence which has
caused or could reasonably be expected to cause a material adverse effect
upon the business, financial condition, results of operations, prospects or
earnings of the Company or a material adverse effect upon the value to
Buyer of the Company's business (including the prospects or earnings of the
business), or the possession, use, occupancy or operation by Buyer of the
Company and the Company's Assets.
h. Undisclosed Liabilities. The Company does not have any
------------------------
liability, whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated or whether due or to become due (each
individually a "Liability" and collectively the "Liabilities") (and there
is no basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand against it giving rise to
any Liability), except for Liabilities set forth on the face of the Most
Recent Balance Sheet (rather than in any notes thereto) or Liabilities
incurred in the ordinary course of business.
i. Claims. (a) There are no actions, suits, proceedings, hearings,
------
investigations, charges, complaints, claims or demands of any kind
pending or threatened against or affecting the Company or Seller, the
Assets or any aspect of the Company's business; (b) there are no
outstanding injunctions, judgments, orders or decrees of any kind against
the Company or Seller or relating to the Assets or any aspect of the
Company's business; and (c) neither the Company nor Seller is charged or
threatened with, or under investigation with respect to, any alleged
violation of any provision of any law, constitution, code, statute or
ordinance, or any regulation, rule, injunction, judgment, order, decree,
ruling, charge or other restriction of any Authority relating to the Assets
or any aspect of the Company's business.
j. Legal Compliance. (a) The Company has complied with all
-----------------
applicable laws, constitutions, codes, statutes or ordinances, or any
regulations, rules, injunctions, judgments, orders, decrees, rulings,
charges or other restrictions of all Authorities; and (b) the Company has
obtained all franchises, approvals, permits, licenses, orders,
registrations, certificates, variances and similar rights required to
conduct its business, and such franchises, approvals, permits, licenses,
orders, registrations, certificates, variances and similar rights are
current and have not been revoked, suspended, canceled or terminated.
k. All Assets; Condition of Tangible Assets. The Assets include
-------------------------------------------
all assets, services, properties and contracts which are necessary for
the operation of the Business as presently conducted. Each of the Assets
constituting tangible assets is free from patent defects, has been
maintained in accordance with normal industry practice, is in normal
4
operating condition and repair (subject to normal wear and tear) and
is suitable for the purposes for which it presently is used.
l. Material Contracts. Except for selected dealer agreements
-------------------
entered into by the Company in the ordinary course of its business,
there are no other material contracts or other agreements, whether written
or oral, to which the Company is a party and which pertain to its business
and/or the Assets. With respect to each of the contracts delivered to
Buyer: (i) the contracts are legal, valid, binding and enforceable and in
full force and effect; (ii) the contracts will continue to be legal, valid,
binding, enforceable and in full force and effect on identical terms
following the consummation of the transactions contemplated hereby; (iii)
no Party is in breach or default, and no event has occurred which with
notice or lapse of time would constitute a breach or default, or permit
termination, modification or acceleration, under any such contract; and
(iv) no Person has repudiated any provision such contracts.
m. Taxes.
-----
(1) The Company has with respect to its business and the
Assets (i) timely filed all returns or reports of or for Taxes
(defined below), including all information, returns or reports
(collectively, "Tax Returns"); and (ii) paid all Taxes which are shown
to be due in connection with or with respect to the periods or
transactions covered by such Tax Returns, and paid all other Taxes as
are due, except such as are being contested in good faith by
appropriate proceedings (to the extent that any such proceedings are
required) and with respect to which the Company is maintaining
reserves or accruals in its Financial Statements in an amount equal to
the Taxes being contested.
(2) All Tax Returns have been prepared in all respects in
accordance with all applicable federal, state, local or foreign
laws, constitutions, codes, statutes or ordinances and accurately
reflect the taxable income or other measure of Tax.
(3) No extension of time has been requested or granted with
respect to the filing of any Tax Returns with respect to the
Company's business or the Assets.
(4) Neither the Company nor Sellers has granted any waiver of
any statute of limitations with respect to, or any extension of a
period for the assessment of, any Tax with respect to the Company's
business or the Assets.
(5) For purposes of this Agreement, "Taxes" means all
federal, state, local or foreign income, payroll, withholding,
excise, value-added, sales, use, real estate, personal property, use
and occupancy, business and occupation, maritime, mercantile, tariff,
duty, capital stock, franchise, gift or estate taxes and all other
taxes or fees of any kind, character, nature or description, and
includes interest, penalties and deficiencies thereon and estimated
taxes.
5
n. Capitalization and Shares. The only authorized capital stock of
-------------------------
the Company consists of two hundred (200) shares of common stock, no
par value, of which one hundred (100) shares are validly issued and
outstanding and constitute the Shares. Seller is the sole owner of all
issued and outstanding shares of the Company. The Company's Shares are
validly issued, fully paid, and nonassessable. There are no outstanding
subscriptions, options, warrants, rights, convertible securities or other
agreements or commitments of the Company of any character relating to the
issued or unissued capital stock or other securities of the Company. There
are no outstanding obligations of the Company to repurchase, redeem or
otherwise acquire any of its outstanding shares of capital stock.
o. Accounts Receivable. The Company has no accounts receivable.
-------------------
p. Investement in Buyer's Stock. Seller has had the opportunity
------------------------------
to ask questions of, and has received answers from, Buyer and its
representatives concerning Buyer and the transaction contemplated hereby.
Seller is acquiring the shares of Buyer's Class B Common Stock ("Buyer
Stock") for her own account, for investment, and not with a view to any
resale or "distribution" thereof within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"). Seller understands that,
because the Buyer Stock has not been registered under the Securities Act,
Seller cannot dispose of any of such Buyer Stock until the Buyer Stock is
subsequently registered under the Securities Act or an exemption from such
registration is available. Seller is sufficiently knowledgable in financial
matters so as to be able to evaluate the risks and merits of Seller's
investment in the Buyer Stock, and Seller is able to bear the economic risk
of loss of Seller's entire investment in Buyer Stock. Seller is an
"accredited investor" as such term is defined in Rule 501 promulgated under
the Securities Act. Seller has been advised that the Buyer Stock to be
received by Seller has not been registered under the Securities Act or
under the "blue sky" laws of any jurisdiction and that Buyer is issuing
Buyer Stock to Seller pursuant to this Agreement in reliance upon, among
other things, the representations and warranties of Seller contained in
this Section 5(p).
q. Full Disclosure. No representation, warranty, covenant or
----------------
agreement made by Seller in this Agreement or in any statement,
certificate, instrument or other document or item furnished or delivered or
to be furnished or delivered to Buyer pursuant hereto or in connection with
the transactions covered hereby contains or will contain any false or
misleading statement of a material fact, or omit any material fact required
to be stated therein or necessary in order to make the statements therein
not false or misleading.
6. Representations and Warranties of Buyer. Buyer represents and warrants
-------------------------------------------
to Seller as follows:
a. Organization and Qualification. Buyer is a corporation duly
---------------------------------
organized, validly existing and in good standing under the laws of the
State of Delaware. It has the requisite corporate power and authority to
carry on its business as now conducted and is
6
duly qualified to do business in each jurisdiction where the character
of its properties owned or held under lease or the nature of its activities
makes such qualification material to Buyer.
b. Authority and Enforceability. Buyer has full power and
------------------------------
authority to execute, deliver and perform this Agreement. This
Agreement has been duly executed and delivered by Buyer and constitutes the
valid and legally binding obligation of Buyer, enforceable in accordance
with its terms and conditions.
c Noncontravention. Neither the execution or delivery of this
----------------
Agreement, nor the consummation of the transactions contemplated
hereby, will conflict with, result in a breach of, constitute a default
under, result in the acceleration of, give any person the right to
accelerate, terminate, modify or cancel, or require any notice under, any
agreement, license, permit, authorization, instrument or other arrangement
to which Buyer is a party or by which she is bound or which any of its
asset are subject (or result in the imposition of any lien upon any of its
assets).
d. Buyer Reports. Buyer has provided Seller with access to all
---------------
reports and statements that it has filed with the Securities and
Exchange Commission since January 1, 2000 (the "SEC Filings"). As of their
respective dates (and without giving effect to any amendments or
modifications filed after the date of this Agreement with respect to
reports and documents filed before the date of this Agreement), each of the
SEC Filings, including the financial statements, exhibits and schedules
thereto, complied in all material respects with all of the statutes, rules
and regulations enforced or promulgated by the Securities and Exchange
Commission and did not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
e. Litigation. There are no legal or governmental proceedings
-----------
pending or threatened to which Buyer or its subsidiaries is a party or
to which any of the properties of Buyer or its subsidiaries is subject that
are required to be described in the SEC Filings that are not so described.
7. Pre-Closing Covenants. The Parties agree as follows with respect to the
----------------------
period between the date of this Agreement and the Closing:
a. General. The Parties shall use their reasonable best efforts to
-------
take all actions and do all things necessary, proper or advisable in
order to consummate the transactions contemplated by this Agreement.
b. Conduct of the Business. The Company shall, and Seller shall
--------------------------
cause the Company to conduct, carry on, maintain and preserve its
business in the ordinary course consistent with past practice, keep
available the services of Seller, preserve the good will of suppliers,
customers and others having business relations with it, and maintain the
Assets, as well as its books of account, records and files, all in the
ordinary course of business consistent with past practice.
7
c. Access to Information. Seller shall furnish or deliver to Buyer
---------------------
and Buyer's representatives such copies of documents, records and
information concerning the affairs of the Company's business and the Assets
as Buyer or Buyer's representatives may reasonably request.
8. Additional Agreements.
----------------------
a. Public Announcements. On or before the Closing Date, Buyer and
---------------------
Seller shall not, without prior consultation with the other party and
such other party's review of and consent to any public announcement
concerning the transactions contemplated by this Agreement, issue any press
release or make any public announcement concerning the transactions
contemplated by this Agreement, provided, however, that no party shall be
prevented from making any disclosure required by law at the time so
required because of any delay by the other party.
b. Restrictions on Buyer Stock. Seller agrees not to offer or
-------------------------------
sell any Buyer Stock unless such offer or sale is made (i) pursuant to
an effective registration of such Buyer Stock under the Securities Act, or
(ii) pursuant to an available exemption from the registration requirements
of the Securities Act. Seller further acknowledges and agrees that, for a
period of five (5) years after the Closing Date, or the death of Seller, if
earlier, (i) the Buyer Shares will not be transferable, except for
transfers to members of her immediate family (in which case the Buyer
Shares would remain subject to the restrictions set out in this Section
8(b); and (ii) any dividends declared on the Buyer Shares would be
forfeited and retained by the Company. Buyer shall refuse to register any
transfer of any Buyer Stock not made in accordance with this Section 8(b)
and for such purpose may place stop order instructions with its transfer
agent with respect to the Buyer Stock. The certificates representing the
Buyer Stock will bear a restrictive legend related to the restrictions
described herein. The parties acknowledge and agree that the restrictions
set forth herein shall not, in any way, affect the right of Seller to
convert the Shares into shares of Class A Common Stock of Buyer, as
permitted by the terms of the Shares, provided that any shares of Class A
Common Stock issued upon such conversion shall remain subject to the
restrictions set forth herein.
9. Survival of Representations and Warranties; Indemnification.
----------------------------------------------------------------
a. Survival. The Parties hereto agree that the representations,
--------
warranties and covenants contained in this Agreement or in any
document, certificate, instrument, schedule or exhibit delivered in
connection herewith shall survive the Closing and continue to be binding
for a period of twelve (12) months following the Closing regardless of any
investigation made at any time by the Parties.
b. Indemnification. Seller shall indemnify and protect, defend and
---------------
hold Buyer and its agents harmless from and against any and all loss,
cost, damage, injury or expenses including, without limitation, attorney
fees which Buyer or any of its agents may sustain by reason of or arising
out of (i) any liability or obligation relating to any service rendered by
or action or omission of Seller or the Company prior to the Closing Date;
(ii) the breach or
8
inaccuracy of or failure to comply with, or the existence of any facts
resulting in the inaccuracy of, any of the warranties, representations or
covenants of Seller contained in this Agreement; (iii) any performance,
payment required under or liability incurred in connection with the
business of the Company which arose prior to the Closing; or (iv) any and
all claims or rights to any of the Shares or the Assets by any third party.
If any claim is asserted against Buyer or Buyer is made a party defendant
in any action involving a matter covered by this indemnification, then
Buyer shall give prompt notice of such claim or action to Seller, and
Seller shall have the right to assume control of the defense thereof at
Seller's sole cost provided Buyer approves of the counsel, except that, in
such case, Buyer shall have the right to join in the defense thereof at its
own cost. Whether or not Seller assumes control of the defense of any such
action, he will be bound by any final judgment against Buyer in any such
action and he shall be liable for any such judgment. If Seller does not
join in the defense thereof, she will be bound by any settlement which
Buyer may make of such action. Buyer and the Company shall indemnify Seller
for any liability or obligation resulting from the actions of Buyer or the
Company after the Closing, provided that Buyer is then in control of the
Company.
c. Limitations on Indemnification. In no event shall Seller's
---------------------------------
aggregate liability under this Agreement exceed the Purchase Price.
Seller's sole obligation in connection with any indemnity or other
entitlement of Buyer hereunder shall be to transfer to Buyer that portion
of the Shares as reflects the amount of Buyer's indemnity entitlement, with
each share to be valued for such purposes at $10.00. Seller may, at her
sole election, make payment of any liability hereunder in cash, but she
shall not be obligated to do so, it being the intent of the parties that
Seller shall have no liability under this Agreement beyond a return of the
Shares. If the Closing occurs, Seller will have no liability (for
indemnification or otherwise) with respect to this Agreement, unless, on or
before the date which is one year from the Closing Date, Buyer notifies
Seller of a claim specifying the factual basis of that claim in reasonable
detail to the extent then known to Buyer.
10. Events of Default. This Agreement shall be deemed to have been defaulted
-----------------
(an "Event of Default") in the event that any of the following have occurred,
and the occurrence thereof has not been cured within the later of ten days after
written notice of that Event of Default or the applicable cure period set forth
in the referenced agreement: (a) either Buyer or Sellers has failed to perform
any of its covenants or agreements set forth in this Agreement; or (b) any of
the representations or warranties contained in this Agreement shall have been
materially untrue as of either the date of execution or the Closing Date, as
applicable. Upon the occurrence of an Event of Default, the non-defaulting party
shall be entitled to specific performance of this Agreement, but shall not be
entitled to monetary damages, or shall be entitled to terminate this Agreement
and neither Buyer nor Seller shall have any further rights or liability
hereunder.
11. Notices. Any notice required or permitted to be delivered hereunder
-------
shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) by delivery in person or by registered or certified mail,
postage prepaid, return receipt requested, and addressed to the appropriate
Party at the following addresses:
9
If to the Buyer: Intervest Bancshares Corporation
00 Xxxxxxxxxxx Xxxxx (Suite 1015)
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
If to Seller: Xxxx Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Any Party may change its address for notice by written notice given to each
other Party.
12. Entirety and Amendments. This instrument and the instruments referred to
-----------------------
herein embody the entire agreement between the Parties, supersede all other
agreements and understandings, if any, relating to the subject matter hereof or
to which Buyer or Seller are parties, and may be amended only by an instrument
in writing executed by all Parties, and supplemented only by documents delivered
or to be delivered in accordance with the express terms hereof.
13. Multiple Counterparts. This Agreement may be executed in a number of
----------------------
identical counterparts, each of which constitutes collectively, one agreement;
but in making proof of this Agreement, it shall not be necessary to produce or
account for more than one counterpart.
14. Parties Bound; Severability. This Agreement shall be binding upon, and
-----------------------------
inure to the benefit of, each of the Parties hereto to the extent applicable to
them and their respective successors and assigns and other legal
representatives. If any provision hereof is invalid or unenforceable in any
jurisdiction, the other provisions hereof shall remain in full force and effect
in such jurisdiction and the remaining provisions will be enforced to the
maximum extent permitted by law and construed in a fashion to effectuate best
the provisions hereof, and the invalidity or unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or enforceability of
any such provision in any other jurisdiction to the extent that the remaining
enforceable and valid provisions of this Agreement may be construed in a fashion
and act independently of the invalid or unenforceable provisions to effectuate
the intent of the Parties as evidenced by this Agreement.
15. Descriptive Headings; Gender. The headings, captions and arrangements
------------------------------
used in this Agreement are for convenience only and shall not be deemed to
limit, amplify or modify the terms of this Agreement, nor affect the meaning
thereof. Whenever the context shall so require, all words herein in the male
gender shall be deemed to include the female or neuter gender, and all singular
words shall include the plural, and all plural words shall include the singular.
16. Assignment. Neither this Agreement nor any of the rights, interests or
----------
obligations hereunder may be assigned by either Party without the prior written
consent of the other Party.
10
17. Additional Documents. Buyer and Seller agree to execute such additional
---------------------
documents and to do such things as may be reasonably required by the other
Parties to implement the purposes of this Agreement.
18. Governing Law. This Agreement is being executed and delivered and is
--------------
intended to be performed in the State of New York and the laws of such State
shall govern the validity, construction, enforcement and interpretation of this
Agreement.
19. Expenses. Each Party shall bear its own expenses incurred in connection
--------
with this transaction.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
BUYER: SELLER:
INTERVEST BANCSHARES
CORPORATION
BY: /s/ Xxxxxx X. Xxxxxxx /s/ Xxxx Xxxxxxx
Xxxxxx X. Xxxxxxx, President XXXX XXXXXXX
11
