Exhibit 99.3
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS
CONTAINED HEREIN AND TO RESALE RESTRICTIONS
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT ("Option Agreement") dated May 27, 1998,
by and between REPUBLIC SECURITY FINANCIAL CORPORATION, a Florida
corporation (the "Parent"), and FIRST PALM BEACH BANCORP, INC., a Delaware
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Parent and the Board of
Directors of the Company have approved an Agreement and Plan of Merger
dated as of even date herewith (the "Merger Agreement") providing, among
other things, for the merger of the Company with and into the Parent;
WHEREAS, as a condition and inducement to the Parent's entering
into the Merger Agreement, the Parent has required that the Company agree,
and the Company has agreed, to grant to the Parent the Option (as
hereinafter defined);
NOW, THEREFORE, in consideration of the premises contained herein
and in the Merger Agreement, the parties agree as follows:
1. DEFINITIONS. Capitalized terms used but not defined herein
shall have the same meanings as in the Merger Agreement.
2. GRANT OF OPTION. Subject to the terms and conditions set
forth herein, the Company hereby grants to the Parent an option (the
"Option") to purchase up to 1,009,725 fully paid and nonassessable,
authorized and unissued shares of the Company's common stock ("Company
Common Stock") at a price of $40.50 per share (the "Purchase Price")
payable in cash as provided in Section 4 hereof; provided, however, that in
no event shall the number of shares of Company Common Stock for which this
Option is exercisable exceed 19.9% of the Company's issued and outstanding
shares of Company Common Stock (without giving effect to any shares subject
to or issued pursuant to the Option). The number of shares of Company
Common Stock that may be received upon the exercise of the Option and the
Purchase Price are subject to adjustment as herein set forth.
3. EXERCISE OF OPTION.
(a) The Parent may exercise the Option, in whole or in part, and
from time to time, if, but only if, both an Extension Event (as hereinafter
defined) and a Purchase Event (as hereinafter defined) shall have occurred
prior to the occurrence of an Exercise Termination Event (as hereinafter
defined), provided that the Parent shall have sent the written notice of
such exercise (as provided in subsection (e) of this Section 3) within 90
days following such Purchase Event. Each of the following shall be an
"Exercise Termination Event": (i) the Effective Time of the Merger; (ii)
termination of the Merger Agreement in accordance with the provisions
thereof if such termination occurs prior to the occurrence of an Extension
Event, except a termination by Parent pursuant to Section 9.1(f) of the
Merger Agreement (unless the breach by the Company giving rise to such
right of termination is non-volitional); or (iii) the passage of 12 months
after termination of the Merger Agreement if such termination follows the
occurrence of an Extension Event or is a termination by Parent pursuant to
Section 9.1(f) of the Merger Agreement (unless the breach by the Company
giving rise to such right of termination is non-volitional).
Notwithstanding the foregoing, if the Option cannot be exercised on such
day because of any injunction, order or similar restraint issued by a
Governmental Entity of competent jurisdiction, the Option shall expire on
the 10th business day after such injunction, order or restraint shall have
been dissolved or when such injunction, order or restraint shall have
become permanent and no longer subject to appeal, as the case may be. Any
exercise of the Option shall be subject to compliance with applicable law.
(b) As used herein, a "Purchase Event" shall mean any of the
following events:
(i) The Company or any Company Subsidiary, without having
received prior written consent from the Parent, shall have entered
into, authorized, recommended, proposed or publicly announced its
intention to enter into, authorize, recommend, or propose, an
agreement, arrangement or understanding with any Person (other than
the Parent or any Parent Subsidiary) to (A) effect a merger or
consolidation or similar transaction involving the Company or any
Company Subsidiary (other than internal mergers, reorganizing actions,
consolidations or dissolutions involving only existing Company
Subsidiaries), (B) purchase, lease or otherwise acquire all or a
substantial portion of the assets of the Company or any Company
Subsidiary or (C) purchase or otherwise acquire (including by way of
merger, consolidation, share exchange or similar transaction)
beneficial ownership of securities representing 20% or more of the
voting power of the Company or any Company Subsidiary (any such
transaction in clause (A), (B) or (C) hereof, an "Acquisition
Transaction"); provided, however, that in no event shall (i) any
merger, consolidation, purchase or similar transaction involving only
the Company and one or more of its Subsidiaries, or involving only any
two or more of such Subsidiaries, or (ii) any merger, consolidation or
similar transaction as to which the common stockholders of the Company
immediately prior thereto own in the aggregate at least 60% of the
common stock of the surviving corporation or its publicly held parent
corporation immediately following consummation thereof to be deemed to
be an Acquisition Transaction, provided that any such transaction is
not entered into in violation of the terms of the Merger Agreement; or
(ii) any Person (other than the Parent or any Parent
Subsidiary or any Person acting in concert with the Parent; or the
Company or any Company Subsidiary acting in a fiduciary capacity)
shall have acquired Beneficial Ownership of 20% or more of the voting
power of the Company or any Company Subsidiary.
(c) As used herein, the term "Extension Event" shall mean any of
the following events:
(i) a Purchase Event of the type specified in clauses
(b)(i) and (b)(ii) above;
(ii) any Person (other than the Parent or any Parent
Subsidiary) shall have "commenced" (as such term is defined in Rule
14d-2 under the Exchange Act), or shall have filed a registration
statement under the Securities Act with respect to, a tender offer or
exchange offer to purchase shares of Company Common Stock such that,
upon consummation of such offer, such Person would have Beneficial
Ownership (as defined below) or the right to acquire Beneficial
Ownership of 20% or more of the voting power of the Company or any
Company Subsidiary;
(iii) any Person (other than the Parent or any Parent
Subsidiary; or the Company or any Company Subsidiary in a fiduciary
capacity) shall have publicly announced its willingness, or shall have
publicly announced a bona fide proposal, or publicly disclosed an
intention to make a bona fide proposal, (x) to make an offer described
in clause (ii) above or (y) to engage in an Acquisition Transaction;
or
(iv) the Company's Board of Directors shall have withdrawn,
modified or changed in a manner adverse to the Parent the
recommendation of the Company's Board of Directors with respect to the
Merger, the Merger Agreement or the transactions contemplated thereby.
(d) As used herein, the terms "Beneficial Ownership,"
"Beneficially Own" and "Beneficial Owner" shall have the meanings ascribed
to them in Rule 13d-3 under the Exchange Act.
(e) In the event that the Parent wishes to exercise the Option,
it shall deliver to the Company a written notice (the date of which being
herein referred to as the "Notice Date") specifying (i) the total number of
shares it intends to purchase pursuant to such exercise and (ii) a place
and date not earlier than three business days nor later than 60 calendar
days from the Notice Date for the closing of such purchase (the "Closing
Date").
4. PAYMENT AND DELIVERY OF CERTIFICATES.
(a) At the closing referred to in Section 3 hereof, the Parent
shall (i) pay to the Company the aggregate Purchase Price for the shares of
Company Common Stock purchased pursuant to the exercise of the Option in
immediately available funds by wire transfer to a bank account designated
by the Company and (ii) present and surrender this Agreement to the Company
at its principal executive offices.
(b) At such closing, simultaneously with the delivery of cash as
provided in Section 4(a), the Company shall deliver to the Parent a
certificate or certificates representing the number of shares of Company
Common Stock purchased by the Parent, registered in the name of the Parent
or a nominee designated in writing by the Parent and, if the Option should
be exercised in part only, a new Option evidencing the rights of the holder
thereof to purchase the balance of the shares purchasable hereunder, and
the Parent shall deliver to the Company a letter agreeing that the Parent
shall not offer to sell, pledge or otherwise dispose of such shares in
violation of applicable law or the provisions of this Option Agreement.
(c) If at the time of issuance of any Company Common Stock
pursuant to any exercise of the Option, the Company shall have issued any
share purchase rights or similar securities to holders of Company Common
Stock, then each such share of Company Common Stock shall also represent
rights with terms substantially the same as and at least as favorable to
the Parent as those issued to other holders of Company Common Stock.
(d) Certificates for Company Common Stock delivered at any
closing hereunder shall be endorsed with a restrictive legend which shall
read substantially as follows:
The transfer of the shares represented by this
certificate is subject to certain provisions of an
agreement between the registered holder hereof and
_____________________, a copy of which is on file at
the principal office of _________________________, and
to resale restrictions arising under the Securities
Act of 1933 and any applicable state securities laws.
A copy of such agreement will be provided to the holder
hereof without charge upon receipt by
__________________ of 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 the Parent
shall have delivered to the Company an opinion of counsel, in form and
substance reasonably satisfactory to the Company and its counsel, to the
effect that such legend is not required for purposes of the Securities Act
and any applicable state securities laws.
5. AUTHORIZATION, ETC.
(a) The Company hereby represents and warrants to the Parent
that:
(i) the Company has full corporate authority to execute and
deliver this Option Agreement and, subject to Section 11(i), to
consummate the transactions contemplated hereby;
(ii) such execution, delivery and consummation have been
authorized by the Board of Directors of the Company, and no other
corporate proceedings are necessary therefor;
(iii) this Option Agreement has been duly and validly
executed and delivered; and
(iv) the Company has taken all necessary corporate action to
authorize and reserve and, subject to Section 11(i), permit it to
issue and, at all times from the date hereof through the date of the
exercise in full or the expiration or termination of the Option, shall
have reserved for issuance upon exercise of the Option, that number of
shares of Company Common Stock equal to the maximum number of shares
of Company Common Stock at any time and from time to time issuable
hereunder, all of which, upon issuance pursuant hereto, shall be duly
authorized, validly issued, fully paid and nonassessable, and shall be
delivered free and clear of all claims, liens, encumbrances,
restrictions (other than federal and state securities restrictions and
other than as set forth in Section C of Article Fourth of the
Company's Certificate of Incorporation) and security interests and not
subject to any preemptive rights.
(b) The Parent hereby represents and warrants to the Company
that:
(i) the Parent has full corporate authority to execute and
deliver this Option Agreement and, subject to Section 11(i), to
consummate the transactions contemplated hereby;
(ii) such execution, delivery and consummation have been
authorized by all requisite corporate action by the Parent and no
other corporate proceedings are necessary therefor;
(iii) this Option Agreement has been duly and validly
executed and delivered; and
(iv) any Company Common Stock or other securities acquired
by the Parent upon exercise of the Option will not be taken with a
view to the public distribution thereof and will not be transferred or
otherwise disposed of except in compliance with the Securities Act.
6. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of
any change in Company Common Stock by reason of stock dividends, split-ups,
recapitalizations or the like, the type and number of shares subject to the
Option, and the Purchase Price per share, as the case may be, shall be
adjusted appropriately. In the event that any additional shares of Company
Common Stock are issued after the date of this Option Agreement (other than
pursuant to an event described in the preceding sentence or pursuant to
this Option Agreement), the number of shares of Company Common Stock
subject to the Option shall be adjusted so that, after such issuance, it
equals at least 19.9% of the number of shares of Company Common Stock then
issued and outstanding (without considering any shares subject to or issued
pursuant to the Option).
7. REPURCHASE.
(a) Subject to Section 11(i), at the request of the Parent given
prior to an Exercise Termination Event, at any time commencing upon the
occurrence of a Repurchase Event (as defined below), the Company (or any
successor entity thereof) shall repurchase the Option from the Parent
together with all (but not less than all, subject to Section 10) shares of
Company Common Stock purchased by the Parent pursuant thereto with respect
to which the Parent then has Beneficial Ownership, at a price (on a per
share basis, the "Per Share Repurchase Price") equal to the sum of:
(i) The aggregate Purchase Price paid by the Parent for any
shares of Company Common Stock acquired pursuant to the Option;
(ii) The difference between (A) the "Market/Tender Offer
Price" for shares of Company Common Stock (defined as the higher of
(x) the highest price per share at which a tender or exchange offer
has been made for shares of Company Common Stock or (y) the highest
closing mean of the 'bid' and the 'ask' price per share of Company
Common Stock reported on the Nasdaq National Market for any day within
the six-month period immediately preceding the date the Parent gives
notice of the required repurchase under this Section 7) and (B) the
Purchase Price as determined pursuant to Section 2 hereof (subject to
adjustment as provided in Section 6), multiplied by the number of
shares of Company Common Stock with respect to which the Option has
not been exercised, but only if the Market/Tender Offer Price is
greater than such Purchase Price; and
(iii) The difference between the Market/Tender Offer
Price and the Purchase Price paid by the Parent for any shares of
Company Common Stock purchased pursuant to the exercise of the Option,
multiplied by the number of shares so purchased, but only if the
Market/Tender Offer Price is greater than such Purchase Price;
provided, however, that if the sum of clauses (i), (ii) and (iii) is
greater than an amount (the "Maximum Repurchase Price") equal to the
sum of (x) $15,000,000 and (y) the amount set forth in (i) above, then
such price shall be deemed to be the Maximum Repurchase Price for all
purposes hereunder.
(b) In the event the Parent exercises its rights under this
Section 7, the Company shall, within 10 business days thereafter, pay the
required amount to the Parent by wire transfer of immediately available
funds to an account designated by the Parent and the Parent shall surrender
to the Company the Option and the certificates evidencing the shares of
Company Common Stock purchased thereunder with respect to which the Parent
then has Beneficial Ownership, and the Parent shall warrant that it has
sole record ownership and Beneficial Ownership of such shares and that the
same are free and clear of all liens, claims, charges, restrictions and
encumbrances of any kind whatsoever.
(c) In determining the Market/Tender Offer Price, the value of
any consideration other than cash shall be determined by an independent
nationally recognized investment banking firm selected by the Parent and
reasonably acceptable to the Company.
(d) For purposes of this Section 7, a Repurchase Event shall be
deemed to have occurred (i) upon the consummation of any merger,
consolidation or similar transaction involving the Company or any purchase,
lease or other acquisition of all or a substantial portion of the assets of
the Company, other than any such transaction which would not constitute an
Acquisition Transaction pursuant to the provisos to Section 3(b)(i) hereof
or (ii) upon the acquisition by any person of beneficial ownership of 50%
or more of the then outstanding shares of Company Common Stock, provided
that no such event shall constitute a Repurchase Event unless an Extension
Event shall have occurred prior to an Exercise Termination Event. The
parties hereto agree that the Company's obligations to repurchase the
Option or Option Shares under this Section 7 shall not terminate upon the
occurrence of an Exercise Termination Event unless no Extension Event shall
have occurred prior to the occurrence of an Exercise Termination Event.
8. REPURCHASE AT OPTION OF THE COMPANY AND RIGHT OF FIRST
REFUSAL.
(a) Except to the extent that the Parent shall have previously
exercised its rights under Section 7, at the request of the Company during
the six-month period commencing following the first occurrence of an
Exercise Termination Event, the Company may repurchase from the Parent and
the Parent shall sell to the Company all (but not less than all, subject to
Section 10) of the Company Common Stock acquired by the Parent pursuant
hereto and with respect to which the Parent has Beneficial Ownership at the
time of such repurchase at a price per share equal to the greater of (i)
110% of the Market/Tender Offer Price, (ii) the Per Share Repurchase Price
or (iii) the quotient obtained by dividing (x) the sum of (A) the aggregate
Purchase Price paid for the shares so repurchased plus (B) interest on the
aggregate Purchase Price paid for the shares so repurchased from the date
of purchase to the date of repurchase at the highest rate of interest
announced by the Parent as its prime or base lending or reference rate
during such period, less any dividends received on the shares so
repurchased, plus (C) the Parent's reasonable out-of-pocket expenses
incurred in connection with the transactions contemplated by the Merger
Agreement, including, without limitation, legal, accounting and investment
banking fees by (y) the number of shares so repurchased. Any repurchase
under this Section 8(a) shall be consummated in accordance with Section
7(b).
(b) If at any time after the occurrence of a Purchase Event and
prior to the expiration of the Option the Parent shall desire to sell,
assign, transfer or otherwise dispose of the Option or all or any of the
shares of Company Common Stock acquired by it pursuant to the Option, it
shall give the Company written notice of the proposed transaction (an
"Offeror's Notice"), identifying the proposed transferee, and setting forth
the terms of the proposed transaction. An Offeror's Notice shall be deemed
an offer by the Parent to the Company, which may be accepted within 10
business days of the receipt of such Offeror's Notice, on the same terms
and conditions and at the same price at which the Parent is proposing to
transfer the Option or such shares to a third party. The purchase of the
Option or any such shares by the Company shall be closed within 10 business
days of the date of the acceptance of the offer and the purchase price
shall be paid to the Parent by wire transfer of immediately available funds
to an account designated by the Parent. In the event of the failure or
refusal of the Company to purchase the Option or all the shares covered by
the Offeror's Notice or if any Governmental Entity disapproves the
Company's proposed purchase of the Option or such shares, the Parent may,
within 60 days from the date of the Offeror's Notice, sell all, but not
less than all, of the Option or such shares to such third party at no less
than the price specified and on terms no more favorable to the purchaser
than those set forth in the Offeror's Notice. The requirements of this
Section 8(b) shall not apply to (A) any disposition as a result of which
the proposed transferee would Beneficially Own not more than 2% of the
voting power of the Company, (B) any disposition of Company Common Stock by
a Person to whom the Parent has sold shares of Company Common Stock issued
upon exercise of the Option or (C) any sale by means of a public offering
registered under the Securities Act.
9. REGISTRATION RIGHTS. Upon the occurrence of a Purchase
Event that occurs prior to an Exercise Termination Event, the Company
shall, if requested by any holder or Beneficial Owner of shares of Company
Common Stock issued upon exercise of the Option (except any Beneficial
Owner or holder who acquired all of such Beneficial Owner's or holder's
shares in a transaction exempt from the requirements of Section 8(b) by
reason of clause (A) thereof) (each a "Holder"), delivered within six
months of such Purchase Event, as expeditiously as possible file a
registration statement on a form for general use under the Securities Act
if necessary in order to permit the sale or other disposition of the shares
of Company Common Stock that have been acquired upon exercise of the Option
in accordance with the intended method of sale or other disposition
requested by any such Holder (it being understood and agreed that any such
sale or other disposition shall be effected on a widely distributed basis
so that, upon consummation thereof, no purchaser or transferee shall
Beneficially Own more than 2% of the shares of Company Common Stock then
outstanding). Each such Holder shall provide all information reasonably
requested by the Company for inclusion in any registration statement to be
filed hereunder. The Company shall use its best efforts to cause such
registration statement first to become effective and then to remain
effective for such period not in excess of 180 days from the day such
registration statement first becomes effective as may be reasonably
necessary to effect such sales or other dispositions. The registration
effected under this Section 9 shall be at the Company's expense except for
underwriting commissions and the fees and disbursements of such Holders'
counsel attributable to the registration of such Company Common Stock. In
no event shall the Company be required to effect more than two
registrations hereunder. The filing of the registration statement
hereunder may be delayed for such period of time as may reasonably be
required to facilitate any public distribution by the Company of Company
Common Stock or if a special audit of the Company would otherwise be
required in connection therewith. The foregoing notwithstanding, if at the
time of any request by any Holder for registration of Option Shares as
provided above the Company is in registration with respect to an
underwritten public offering by the Company of shares of Common Stock, and
if in the good faith judgment of the managing underwriter or managing
underwriters or, if none, the sole underwriter or underwriters, of such
offering the offer and sale of the Option Shares would interfere with the
successful marketing of the shares of Common Stock offered by the Company,
the number of Option Shares otherwise to be covered in the registration
statement contemplated hereby may be reduced; provided, however, that after
any such required reduction the number of Option Shares to be included in
such offering for the account of the Holder shall constitute at least 25%
of the total number of shares to be sold by the Holder and the Company in
the aggregate; and provided further, however, that if such reduction
occurs, then the Company shall file a registration statement for the
balance as promptly as practicable thereafter as to which no reduction
pursuant to this Section 9 shall be permitted or occur and the Holder shall
thereafter be entitled to one additional registration and the six-month
period referred to in the first sentence of this Section 9 shall be
increased to 12 months. If requested by any such Holder in connection with
such registration, the Company shall become a party to any underwriting
agreement relating to the sale of such shares, but only to the extent of
obligating itself in respect of representations, warranties, indemnities
and other agreements customarily included in such underwriting agreements
for parties similarly situated. Upon receiving any request for
registration under this Section 9 from any Holder, the Company agrees to
send a copy thereof to any other Person known to the Company to be entitled
to registration rights under this Section 9, in each case by promptly
mailing the same, postage prepaid, to the address of record of the Persons
entitled to receive such copies, and each such other Person, whether or not
known by the Company to be entitled thereto, shall be permitted to include
shares of Company Common Stock with respect to which such Person is
entitled to such registration rights in such registration requested by such
Holder, to the extent reasonably practicable.
10. SEVERABILITY. Any term, provision, covenant or restriction
contained in this Option Agreement held by a Governmental Entity of
competent jurisdiction to be invalid, void or unenforceable, shall be
ineffective to the extent of such invalidity, voidness or unenforceability,
but neither the remaining terms, provisions, covenants or restrictions
contained in this Option Agreement nor the validity or enforceability
thereof in any other jurisdiction shall be affected or impaired thereby.
Any term, provision, covenant or restriction contained in this Option
Agreement that is found to be so broad as to be unenforceable shall be
interpreted to be as broad as is enforceable. If for any reason such
Governmental Entity determines that applicable law will not permit the
Parent or any other Person to acquire, or the Company to repurchase or
purchase, the full number of shares of Company Common Stock provided in
Section 2 hereof (as adjusted pursuant to Section 6 hereof), it is the
express intention of the parties hereto to allow the Parent or such other
Person to acquire, or the Company to repurchase or purchase, such lesser
number of shares as may be permissible, without any amendment or
modification hereof.
11. MISCELLANEOUS.
(a) Expenses. Each of the parties hereto shall pay all costs
and expenses incurred by it or on its behalf in connection with the
transactions contemplated hereunder, including fees and expenses of its own
financial consultants, investment bankers, accountants and counsel, except
as otherwise provided herein.
(b) Entire Agreement. Except as otherwise expressly provided
herein, this Option Agreement and the Merger Agreement contain the entire
agreement between the parties with respect to the transactions contemplated
hereunder and supersedes all prior arrangements or understandings with
respect thereto, written or oral.
(c) Successors; No Third-Party Beneficiaries. The terms and
conditions of this Option Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and
permitted assigns. Nothing in this Option Agreement, expressed or implied,
is intended to confer upon any party, other than the parties hereto, and
their respective successors and assigns, any rights, remedies, obligations,
or liabilities under or by reason of this Option Agreement, except as
expressly provided herein.
(d) Assignment. Other than as provided in Sections 8 and 9
hereof, neither of the parties hereto may sell, transfer, assign or
otherwise dispose of any of its rights or obligations under this Option
Agreement or the Option created hereunder to any other Person (whether by
operation of law or otherwise), without the express written consent of the
other party.
(e) Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if
delivered in accordance with Section 10.4 of the Merger Agreement (which is
incorporated herein by reference).
(f) Counterparts. This Option Agreement may be executed in
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
(g) Specific Performance. The parties hereto agree that if for
any reason the Parent or the Company shall have failed to perform its
obligations under this Option Agreement, then either party hereto seeking
to enforce this Option Agreement against such non-performing party shall be
entitled to specific performance and injunctive and other equitable relief,
and the parties hereto further agree to waive any requirement for the
securing or posting of any bond in connection with the obtaining of any
such injunctive or other equitable relief. This provision is without
prejudice to any other rights that either party hereto may have against the
other party hereto for any failure to perform its obligations under this
Option Agreement.
(h) Governing Law. This Option Agreement shall be governed by
and construed in accordance with the laws of the State of Florida
applicable to agreements made and entirely to be performed within such
state. Nothing in this Option Agreement shall be construed to require any
party (or any subsidiary or affiliate of any party) to take any action or
fail to take any action in violation of applicable law, rule or regulation.
(i) Regulatory Approvals; Section 16(b). If, in connection with
(A) the exercise of the Option under Section 3 or a sale by the Parent to
a third party under Section 8, (B) a repurchase by the Company under
Section 7 or a repurchase or purchase by the Company under Section 8, prior
notification to or approval of any Governmental Entity is required, then
the required notice or application for approval shall be promptly filed and
expeditiously processed and periods of time that otherwise would run
pursuant to such Sections shall run instead from the date on which any
such required notification period has expired or been terminated or such
approval has been obtained, and in either event, any requisite waiting
period shall have passed. In the case of clause (A) of this subsection
(i), such filing shall be made by the Parent and in the case of clause (B)
of this subsection (i), such filing shall be made by the Company provided
that each of the Parent and the Company shall use its best efforts to make
all filings with, and to obtain consents of, all third parties and
Governmental Authorities necessary to the consummation of the transactions
contemplated hereby. Periods of time that otherwise would run pursuant to
Sections 3, 7 or 8 shall also be extended to the extent necessary to avoid
liability under Section 16(b) of the Exchange Act.
(j) No Breach of Merger Agreement. Nothing contained in this
Option Agreement shall, and performance by any party hereto of any of its
obligations under this Option Agreement in accordance with their terms
shall not, constitute a breach of any of the provisions of the Merger
Agreement.
(k) Waiver and Amendment. Any provision of this Agreement may
be waived at any time by the party that is entitled to the benefits of such
provision, but only by delivery of a written instrument executed by such
party. This Option Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Option Agreement as of the date first written above.
REPUBLIC SECURITY FINANCIAL
CORPORATION
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: Chairman and CEO
FIRST PALM BEACH BANCORP, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: President and CEO
