Exhibit 10.2 EXECUTION COPY
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of September 29, 2004, between Pennsylvania Commerce Bancorp, Inc., a
Pennsylvania corporation (the "Company"), and Commerce Bancorp, Inc., a New
Jersey corporation (the "Purchaser").
ARTICLE I
AUTHORIZATION AND SALE OF STOCK
Section 1.01. SALE OF THE SHARES. Subject to the terms and conditions
hereof, at the Closing (as defined in Section 2.01 hereof), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the
Company, One Hundred Thousand (100,000) shares (collectively, the "Shares") of
common stock, par value $1.00 per share ("Common Stock"), of the Company.
ARTICLE II
CLOSING DATE; DELIVERY
Section 2.01. CLOSING AND LOCATION. The purchase and sale of the Shares
hereunder shall take place at a closing (the "Closing") at the offices of Blank
Rome LLP, Xxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, at 10:00 a.m., Pennsylvania
time, on the later to occur of (a) the date hereof, (b) the first business day
following the date on which the last to be fulfilled or waived of the conditions
to the Closing set forth in Article VI hereof have been fulfilled or waived in
accordance with this Agreement or (c) such other date as is mutually agreed to
by the Company and the Purchaser. The date of the Closing is hereinafter
referred to as the "Closing Date."
Section 2.02. DELIVERY. Subject to the terms and conditions of this
Agreement, at the Closing, the Company shall deliver to the Purchaser a stock
certificate or certificates representing the Shares to be purchased by the
Purchaser at the Closing, registered in the name of the Purchaser or its
assigns, against payment of the purchase price therefor. The purchase price of
the Shares to be purchased at the Closing shall be equal to (a) the number of
Shares purchased multiplied by (b) the average of the closing sale prices of the
Common Stock on the Nasdaq Small Cap Market (or other stock exchange or market
on which the Common Stock is then traded) for the five (5) trading day (i.e.
dates on which trades occurred) period ending on the trading day immediately
preceding the Closing Date and shall be paid by wire transfer in immediately
available funds to an account designated in writing by the Company.
Section 2.03. CONSUMMATION OF CLOSING. All acts, deliveries and
confirmations comprising the Closing regardless of chronological sequence shall
be deemed to occur contemporaneously and simultaneously upon the occurrence of
the last act, delivery or confirmation of the Closing and none of such acts,
deliveries or confirmations shall be effective unless and until the last of same
shall have occurred.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchaser as follows:
Section 3.01. ORGANIZATION. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania and has all requisite corporate power to own, lease
and operate its property and to carry on its business as now being conducted and
is duly qualified to do business and is in good standing in each jurisdiction
where it is required to be so qualified and in good standing, except for any
such jurisdiction in which the failure to be so qualified and in good standing
would not, individually or in the aggregate, have a material adverse effect on
the business, financial condition, results of operations or prospects of the
Company (a "Material Adverse Effect").
Section 3.02. SUBSIDIARIES. Each of the Company's subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation, and is duly qualified to do business and in good
standing in the jurisdictions where it is required to be so qualified, except in
any such jurisdiction in which the failure to be so qualified and in good
standing would not, individually or in the aggregate, have a Material Adverse
Effect.
Section 3.03. VALID ISSUANCE OF COMMON STOCK. The Shares, when issued
and paid for in accordance with this Agreement, will be duly authorized, validly
issued, fully paid and non-assessable.
Section 3.04. AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) The Company has all requisite corporate power and
authority to enter into this Agreement and the Registration Rights Agreement in
the form attached hereto as Exhibit A (the "Registration Rights Agreement") and
to consummate the transactions contemplated by this Agreement and the
Registration Rights Agreement. This Agreement and the Registration Rights
Agreement have been duly authorized, executed and delivered by the Company and
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
(b) The execution and delivery by the Company of this
Agreement and the Registration Rights Agreement does not, and consummation of
the transactions contemplated by this Agreement and the Registration Rights
Agreement, will not, (i) conflict with, or result in any violation or breach of
any provision of, the Articles of Incorporation or Bylaws of the Company, (ii)
result in any violation or breach of, or constitute (with or without notice or
lapse of time, or both) a default (or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of any material benefit)
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, contract or other agreement, instrument or obligation to which
the Company or any of its
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subsidiaries is a party or by which the Company or any of its subsidiaries,
properties or assets may be bound, or (iii) conflict with or violate any permit,
concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to the Company or any of its
subsidiaries, properties or assets, except in the case of (ii) and (iii) for any
such violations, defaults, breaches, terminations, cancellations, accelerations,
losses or conflicts which would not, individually or in the aggregate, have a
Material Adverse Effect, and would not materially burden or delay the
consummation of the transactions contemplated hereby.
(c) No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality (a "Governmental
Entity") is required by or with respect to the Company in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby, except for (i) such approvals or filings as may be required
under applicable banking or state securities laws and (ii) such other consents,
authorizations, filings, approvals and registrations which, if not obtained or
made, would not, individually or in the aggregate, have a Material Adverse
Effect on the Company and would not materially burden or delay the consummation
of the transactions contemplated hereby.
Section 3.05. CAPITALIZATION. The authorized capital stock of the
Company is as set forth in the Company Commission Reports (as defined below).
Section 3.06. COMMISSION FILINGS; FINANCIAL STATEMENTS.
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") and made available to the Purchaser and its
representatives all forms, reports and documents filed by the Company with the
Commission since December 31, 2002 (collectively, the "Company Commission
Reports"). The Company Commission Reports (i) at the time filed, complied in all
material respects with the applicable requirements of the Securities Act and the
Securities Exchange Act of 1934, as amended, as applicable, and (ii) did not at
the time they were filed (or if amended or superseded by a filing prior to the
date of this Agreement, then on the date of such amending or superseding filing)
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
(b) Each of the financial statements (including, in each case,
any related notes) contained in the Company Commission Reports complied as to
form in all material respects with the applicable published rules and
regulations of the Commission with respect thereto, was prepared in accordance
with generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as may be indicated in the notes to such
financial statements or, in the case of unaudited statements, as permitted by
Form 10-Q of the Commission) and include all adjustments, consisting only of
normal accounting adjustments, that the Company reasonably considers necessary
for a fair presentation of its financial position at the respective dates and
the results of its operations and cash flows for the periods indicated. Except
as disclosed in the Company Commission Reports filed with the Commission prior
to the date hereof, since December 31, 2002, taking into account the cumulative
effect of all developments
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and events since such date, there has not been any development or event, or
series of developments or events, that would reasonably be expected to have a
Material Adverse Effect.
Section 3.07. COMPLIANCE WITH LAWS. Each of the Company and its
subsidiaries has complied with, is not in violation of, and has not received any
notices of violation with respect to, any federal, state or local statute, law
or regulation with respect to the conduct of its business, or the ownership or
operation of its business, including, but not limited to, statutes, laws or
regulations relating to the protection of the environment or concerning the
handling, storage, disposal or discharge of toxic materials, except for failures
to comply or violations which would not, individually or in the aggregate, have
a Material Adverse Effect on the Company.
Section 3.08. SHAREHOLDERS' CONSENT. No consent or approval of the
shareholders of the Company is required or necessary for the Company to enter
into this Agreement and the Registration Rights Agreement or to consummate the
transactions contemplated hereby.
Section 3.09. LITIGATION. Except as otherwise disclosed as of the date
of this Agreement in the Company Commission Reports, (a) there is no private or
governmental action, suit, proceeding, claim, arbitration or investigation
pending before any agency, court or tribunal, foreign or domestic, or, to the
knowledge of the Company, threatened against the Company or any of its
subsidiaries or properties or any of its officers or directors (in their
capacities as such), which, if determined adversely to the Company, would,
individually or in the aggregate, have a Material Adverse Effect, and (b) there
is no judgment, decree or order against the Company or any of its subsidiaries,
or, to the knowledge of the Company, against any of its respective directors or
officers (in their capacities as such) relating to the business of the Company
or any of its subsidiaries, the existence of which would have a Material Adverse
Effect.
Section 3.10. CHANGE OF CONTROL BENEFITS. Except as set forth in the
Company Commission Reports, there exist no provisions contained in any
employment or severance agreement or benefit plan of the Company which provide
for the payment, accrual or acceleration of any benefit to any person as a
result of the consummation of the transactions contemplated hereby.
Section 3.11. FINDER'S FEES. The Company has retained no finder or
broker in connection with the transactions contemplated by this Agreement and
hereby agrees to indemnify and to hold the Purchaser harmless from any liability
for commission or compensation in the nature of a finder's fee to any broker or
other person or firm (and the costs and expenses of defending against such
liability or asserted liability) for which the Company, or any of its employees
or representatives acting on behalf of the Company, is or may be responsible as
a result of the transactions contemplated hereby.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Company as follows:
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Section 4.01. ORGANIZATION. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New Jersey.
Section 4.02. AUTHORITY.
(a) The Purchaser has all requisite corporate power and
authority to enter into this Agreement and the Registration Rights Agreement and
to consummate the transactions contemplated by this Agreement and the
Registration Rights Agreement. The execution and delivery of this Agreement and
the Registration Rights Agreement and the consummation of the transactions
contemplated by this Agreement and the Registration Rights Agreement have been
duly authorized by all necessary corporate action on the part of the Purchaser.
This Agreement and the Registration Rights Agreement have been duly executed and
delivered by the Purchaser and constitute valid and legally binding obligations
of the Purchaser, enforceable against the Purchaser in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
(b) No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is required by
or with respect to the Purchaser in connection with the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby,
except for (a) such approvals or filings as may be required under applicable
banking or state securities laws and (b) such other consents, authorizations,
filings, approvals and registrations which, if not obtained or made, would not
materially burden or delay the consummation of the transactions contemplated
hereby.
Section 4.03. PURCHASE ENTIRELY FOR OWN ACCOUNT. The Shares will be
acquired solely for investment purposes, for the Purchaser's own account, not as
a nominee or agent, and not with a view to the resale or distribution of any
part thereof. The Purchaser has not been formed for the specific purpose of
acquiring the Shares.
Section 4.04. INVESTMENT EXPERIENCE. Purchaser is an "accredited
investor" as defined in Rule 501(a)(3) under the Securities Act. Purchaser has
had an opportunity to ask questions and receive answers regarding the Company's
business affairs and financial condition and believes it has acquired sufficient
information about the Company to reach an informed decision to purchase the
Shares. Purchaser has such business and financial experience as is required to
give it the capacity to protect its own interests in connection with the
purchase of the Shares.
Section 4.05. RESTRICTED SECURITIES. The Purchaser understands that the
Shares are characterized as "restricted securities" under the Securities Act
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that Purchaser must hold the Shares indefinitely
unless the sale thereof is registered under the Securities Act and qualified
under state securities laws, or an exemption from such registration and
qualification requirements is available. The Purchaser has determined to
purchase the Shares solely as a result of private discussions with the Company
and was only offered the Shares through these private discussions. The Purchaser
further acknowledges that if an exemption
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from registration or qualification is available, it may be conditioned on
various requirements including, but not limited to, the time and manner of sale,
the holding period for the Shares, or requirements relating to the Company which
are outside of the Purchaser's control.
Section 4.06. LEGENDS. The Purchaser understands that the Shares, and
any securities issued in respect thereof or exchange therefor, may bear one or
all of the following legends until such time, if any, as the Shares or such
securities (a) are sold in compliance with Rule 144 under the Securities Act (or
a comparable successor provision) or in a transaction registered under the
Securities Act or (b) may be resold pursuant to Rule 144(k) under the Securities
Act (or a comparable successor provision):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO
OR AN APPLICABLE EXEMPTION THEREFROM AND IN COMPLIANCE WITH THE TERMS
OF THE STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 29, 2004, WITH
THE COMPANY, A COPY OF WHICH IS AVAILABLE FROM THE COMPANY ON REQUEST."
Section 4.07. FINDER'S FEES. The Purchaser has not retained any finder
or broker in connection with the transactions contemplated by this Agreement.
ARTICLE V
COVENANTS
Section 5.01. PUBLICITY. The Company and the Purchaser shall consult
with each other prior to issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and prior to
making any filings with any federal or state governmental or regulatory agency
or any self-regulatory organization with respect thereto.
Section 5.02. FULFILLMENT OF CONDITIONS. Each of the Company and the
Purchaser shall use reasonable efforts to perform, comply with and fulfill all
obligations, covenants and conditions required by this Agreement to be
performed, complied with or fulfilled on its part prior to or at the Closing
Date.
Section 5.03. FURTHER ASSURANCES. The Company shall use its reasonable
efforts at any time and from time to time prior to, at and after the Closing to
execute and deliver to the Purchaser such further documents and instruments and
to take all such further actions as the Purchaser reasonably may request in
order to convey and transfer the Shares to the Purchaser and to consummate the
transactions contemplated by this Agreement.
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ARTICLE VI
CONDITIONS TO CLOSING
Section 6.01. CONDITIONS TO THE PURCHASER'S OBLIGATIONS. The obligation
of the Purchaser to purchase the Shares at the Closing is subject to the
fulfillment on or prior to the Closing Date of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF
OBLIGATIONS. The representations and warranties made by the Company in Article
III hereof shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date (except with respect to
representations and warranties made as of a specific time, which shall be true
in all material respects as of such time, and except for representations and
warranties containing a materiality qualification, which must be true in all
respects) with the same effect as though such representations and warranties had
been made at and as of the Closing Date; and the Company shall have performed
all obligations herein required to be performed by it on or prior to the Closing
Date in all material respects (except with respect to obligations containing a
materiality qualification, which must be performed in all respects).
(b) REGISTRATION RIGHTS AGREEMENT. The Company shall have duly
executed and delivered the Registration Rights Agreement.
(c) COMPLIANCE CERTIFICATE. The President of the Company shall
deliver to the Purchaser at the Closing a certificate certifying that the
conditions specified in Section 6.01(a) have been fulfilled.
(d) NO INJUNCTION, ORDER, ETC. There shall be no injunction,
order or decree of any nature of any court or government authority of competent
jurisdiction that is in effect that restrains or prohibits the consummation of
the transactions contemplated hereby.
(e) PURCHASE PRICE CERTIFICATE. The Company shall deliver to
the Purchaser at the Closing a duly executed certificate verifying the purchase
price of the Shares as set forth in Section 2.02.
Section 6.02. CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's
obligation to issue and sell the Shares at the Closing is subject to the
fulfillment on or prior to the Closing Date of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF
OBLIGATIONS. The representations and warranties of the Purchaser in Article IV
hereof shall be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date (except with respect to representations and
warranties made as of a specific time, which shall be true in all material
respects as of such time, and except for representations and warranties
containing a materiality qualification, which must be true in all respects) with
the same effect as though such representations and warranties had been made at
and as of the Closing Date; and the Purchaser shall have performed all
obligations herein required to be performed by it on or prior to the Closing
Date in all material respects (except
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with respect to covenants containing a materiality qualification, which must be
performed in all respects).
(b) REGISTRATION RIGHTS AGREEMENT. The Purchaser shall have
duly executed and delivered the Registration Rights Agreement.
(c) NO INJUNCTION, ORDER, ETC. There shall be no injunction,
order or decree of any nature of any court or government authority of competent
jurisdiction that is in effect that restrains or prohibits the consummation of
the transactions contemplated hereby.
(d) PURCHASE PRICE CERTIFICATE. The Purchaser shall deliver to
the Company at the Closing a duly executed certificate verifying the purchase
price of the Shares as set forth in Section 2.02.
ARTICLE VII
INDEMNIFICATION
Section 7.01. INDEMNIFICATION. Each of the Company and the Purchaser
(an "Indemnifying Party") covenants and agrees to indemnify and hold the other
(the "Indemnified Party") harmless from and against, and to reimburse the
Indemnified Party for, any claim for any losses, damages, liabilities or
expenses, including reasonable counsel fees (collectively "Damages") incurred by
such Indemnified Party by reason of or arising from (i) any misrepresentation or
breach of any representation or warranty of such Indemnifying Party contained in
this Agreement or in any instrument delivered hereunder or (ii) any failure by
such Indemnifying Party to perform any obligation or covenant required to be
performed by it under any provision of this Agreement.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. GOVERNING LAW. This Agreement, and matters arising out of
or relating to this Agreement, shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Pennsylvania without regard to the
conflict of laws provisions thereof.
Section 8.02. SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive the closing of the transactions
contemplated hereby.
Section 8.03. SUCCESSORS AND ASSIGNS. Except as expressly provided
herein, the rights and obligations hereunder may not be assigned or delegated by
the Purchaser or the Company without the prior written consent of the other. The
provisions hereof shall inure to the benefit of, and be binding upon, the
successors and permitted assigns of the parties hereto.
Section 8.04. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the
Registration Rights Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and no party shall be liable or bound to any
other in any manner by any representations,
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warranties, covenants and agreements except as specifically set forth herein and
therein. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Purchaser.
Section 8.05. NOTICES AND OTHER COMMUNICATIONS. Every notice or other
communication required or contemplated by this Agreement by either party shall
be delivered either by (a) personal delivery, (b) postage prepaid return receipt
requested by registered or certified mail, (c) overnight courier, such as
Federal Express or UPS or (d) facsimile with a confirmation copy sent
simultaneously by postage prepaid, return receipt requested, registered or
certified mail, in each case addressed to the Company or the Purchaser as the
case may be at the following address:
To the Company: Pennsylvania Commerce Bancorp, Inc.
000 Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxx Xxxx, Xxxxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxx X. Xxxxxxxxxx, Chief Executive Officer
With a copy to: Mette, Xxxxx & Xxxxxxxx
0000 Xxxxx Xxxxx Xxxxxx
P.O. Box 5950
Harrisburg, Pennsylvania 17110-0950
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxx
To the Purchaser: Commerce Bancorp, Inc.
Commerce Atrium
0000 Xxxxx 00 Xxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxxx X. Xxxxx, Senior Vice President and
Chief Financial Officer
With a copy to: Blank Rome LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxxxx X. Xxxxxxx
or at such other address as the intended recipient previously shall have
designated by written notice given in like manner to the other party. Notice by
registered or certified mail shall be
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effective on the date it is officially recorded as delivered to the intended
recipient by return receipt or equivalent, and in the absence of such record of
delivery, the effective date shall be presumed to have been the fifth (5th)
business day after it was deposited in the mail. All notices delivered in person
or sent by courier shall be deemed to have been delivered to and received by the
addressee and shall be effective on the date of personal delivery; notices
delivered by facsimile with simultaneous confirmation copy by registered or
certified mail shall be deemed delivered to and received by the addressee and
effective on the date sent. Notice not given in writing shall be effective only
if acknowledged in writing by a duly authorized representative of the party to
whom it was given.
Section 8.06. DELAYS OR OMISSIONS. No delay or omission to exercise any
right, power or remedy accruing to any person or entity hereunder shall impair
any such right, power or remedy nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of or in any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any person or entity hereunder of any breach or default
under this Agreement, or any waiver on the part of any such person or entity of
any provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies either under this Agreement, or by law or otherwise shall be cumulative
and not alternative.
Section 8.07. SEVERABILITY. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 8.08. TITLES AND SUBTITLES. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
Section 8.09. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. Execution and delivery of this
Agreement by exchange of facsimile copies bearing the facsimile signature of a
party hereto shall constitute a valid and binding execution and delivery of this
Agreement by such party.
Section 8.10. JURISDICTION. The parties irrevocably consent to the
exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania, County
of Philadelphia, or in the United States District Court for the Eastern District
of Pennsylvania, to the extent that such courts have jurisdiction.
Section 8.11. INTERPRETATION OF AGREEMENT. The parties hereto
acknowledge and agree that this Agreement has been negotiated at arm's-length
and among parties equally sophisticated and knowledgeable in the matters dealt
with in this Agreement. Accordingly, any rule of law or legal decision that
would require interpretation of any ambiguities in this Agreement against the
party that has drafted it is not applicable and is waived.
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The provisions of this Agreement shall be interpreted in a reasonable manner to
effect the intent of the parties as set forth in this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
PENNSYLVANIA COMMERCE BANCORP, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: President/Chief Executive Officer
COMMERCE BANCORP, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President and Chief
Financial Officer
