Exhibit 2.6
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered effective this 1st day of
January , 1997, by and between BNC National Bank, which maintains a principal
banking house at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000 (hereinafter referred
to as "BNC"); and the shareholders of X.X. Xxxxx Insurance Agency, Inc.
(hereinafter referred to as "AGENCY"), which maintains an agency headquarters in
Linton, North Dakota, with the shareholders consisting of XXXXXXX X. XXXXXXXXX,
XXXXX XXXXX, XXXXX XXXXXXXX and TRI-COUNTY INSURANCE & LEASING, INC.
(hereinafter collectively referred to as "SHAREHOLDERS", unless otherwise
individually identified).
WHEREAS, SHAREHOLDERS desire to sell and BNC desires to
acquire all of the outstanding shares of the AGENCY;
WHEREAS, the parties desire to enter into this Agreement for
the purpose of effectuating the sale and exchange of such shares.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions as set forth herein, it is agreed as follows:
1.0 The SHAREHOLDERS will sell to BNC the issued and outstanding
capital stock of the AGENCY held by the individual
SHAREHOLDERS as indicated below, with the transfer being free
of all liens and encumbrances and representing all of the
AGENCY's issued and outstanding capital stock owned, held or
controlled by said individual SHAREHOLDERS, with BNC to
purchase the shares subject to the provisions of this
Agreement as follows:
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XXXXXXX X. XXXXXXXXX
Stock Certificate No(s): 1
Total Shares: 1,000
XXXXX XXXXX
Stock Certificate No(s): 2
Total Shares: 1,000
XXXXX XXXXXXXX
Stock Certificate No(s): 5
Total Shares: 1,000
TRI-COUNTY INSURANCE & LEASING, INC.
Stock Certificate No(s): 6
Total Shares: 1,000
2.0 The purchase price shall be Eight Dollars and Fifty-Seven
Cents ($8.57) per share, for a total purchase price for all
outstanding capital stock of the AGENCY being in the amount of
Thirty-Four Thousand Two Hundred Seventy-Eight Dollars and
Thirty Cents ($34,278.30).
3.0 The entire purchase price shall be paid to the individual
shareholders based upon the number of shares being transferred
by each of the individuals.
4.0 To induce BNC to purchase their stocks, SHAREHOLDERS jointly
and severally represent and warrant the following:
4.1 The AGENCY is a business corporation organized in
accordance with the laws of the State of North Dakota
and is authorized to engage in the business of a
general insurance agency.
4.2 The AGENCY is in good standing, with all taxes
currently due, including income, employee, franchise
or other taxes, having been paid and with no pending
actions or proceedings to limit or impair the
AGENCY's power to engage in business or otherwise to
carry out the general affairs of a corporation within
the State of North Dakota.
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4.3 SHAREHOLDER's shares constitute all of the issued and
outstanding shares of the AGENCY's stock, with all
shares having been properly issued and are fully paid
and nonassessable.
4.4 SHAREHOLDER's shares are free of any liens,
encumbrances or agreements of any kind, including
stockholder's agreements, voting trusts, buy-sell
agreements or other limitations or restrictions.
4.5 The AGENCY has previously caused to be provided to
BNC a list of all corporate assets to be disclosed
and the AGENCY is the sole owner of all of such
assets, none of which are subject to any liens or
encumbrances.
4.6 The AGENCY has previously caused to be provided to
BNC a list of description of any and all debts or
liabilities as may have then existed or as are
anticipated through the effective date of this
Agreement, including the name and address of any such
creditors, the amount owed to each and the general
terms and conditions of such obligations.
4.7 The AGENCY has previously caused to be provided to
BNC the most recent financial statement for the
AGENCY and there will be no changes in the AGENCY's
financial condition as previously disclosed to BNC
between the date of said documentation and the
closing of this transaction, except for those changes
that would otherwise normally occur in the regular
course of the AGENCY's business.
4.8 There are no actions at law or equity or
administrative proceedings pending against the AGENCY
or in which the AGENCY is a plaintiff, defendant,
petitioner or respondent and the AGENCY will not
commence an action at law or equity or in an
administrative proceeding in which it would be a
plaintiff or petitioner and there have been no
demands, communications or advice that any actions at
law or equity or administrative proceedings that will
be or may be brought in which it would otherwise be
anticipated that the AGENCY will be named as a
defendant or otherwise join or be joined as a party.
4.9 The Board of Directors of the AGENCY have not
declared any dividends and there are no dividends
unpaid that were declared in an earlier period nor
will there be any such declarations of dividends
before the closing of this transaction.
4.10 From the effective date of this Agreement to the
closing, the AGENCY will not increase any employee's
salary or hire any new employees without first
obtaining the written consent of BNC.
4.11 None of the individual SHAREHOLDERS have any contract
of employment with the AGENCY other than has been
expressly disclosed to BNC nor do any of the
individual SHAREHOLDERS have any contract, agreement,
understanding or otherwise with the AGENCY as to any
compensation due or to be paid as a result of any
dealings with the AGENCY other than compensation in
the ordinary course of business, including director's
fees.
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4.12 TRI-COUNTY INSURANCE AND LEASING, INC. is a validly
formed and existing North Dakota corporation and the
undersigned individual is duly authorized by the
corporation to enter into this agreement and transfer
all shares of stock as set forth herein.
5.0 BNC represents and warrants that BNC has inspected the
AGENCY's premises, inventory, furnishings, fixtures, equipment
or other physical assets, further representing and warranting
that BNC has examined the AGENCY's books of account and other
business records and is satisfied that they properly reflect
the AGENCY's past and present earnings and financial
condition.
6.0 The representations and warranties set forth herein shall
survive the closing.
7.0 At the closing, SHAREHOLDERS shall deliver to BNC the
following:
7.1 Stock Certificates; and
7.2 Certificates representing all of the outstanding
shares of the AGENCY's capital stock, endorsed for
transfer in blank.
7.3 The AGENCY's corporate books of account and business
records, minute book, stock transfer book, blank
stock certificates and seal.
7.4 Any resignation as an officer or director of the
corporation as BNC shall demand.
8.0 The closing shall take place at the banking house of BNC
located in Bismarck, North Dakota on March 15, 1997 at 4:00
p.m., or such other time or place prior to such date as the
parties may otherwise agree.
9.0 This Agreement is binding upon and shall inure to the benefit
of the various parties' heirs, executors, administrators,
representatives, successors and assigns.
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10.0 This Agreement represents the full and complete agreement of
the parties, may not be modified or amended except in a
writing signed by all parties, with this Agreement to be
construed in accordance with the laws of the State of North
Dakota.
BNC NATIONAL BANK
Dated: February 26 , 1997. By: /s/ Xxxxxxx X. Xxxxxxxxx
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Its: Secretary
SHAREHOLDERS:
Dated: February 26 , 1997. /s/ Xxxxxxx X. Xxxxxxxxx
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XXXXXXX X. XXXXXXXXX
Dated: February 26 , 1997. /s/ Xxxxx Xxxxx
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XXXXX XXXXX
Dated: February 22 , 1997. /s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
Dated: February 25 , 1997. TRI-COUNTY INSURANCE & LEASING, INC.
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By: /s/ Xxxxx Xxxxx
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Its: Director
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