1
EXHIBIT 4(c)(5)
STOCK PURCHASE AGREEMENT
Agreement made this 31st day of May, 1996, between A. Xxxxxx Xxx or
Xxxx Xxx ("Seller") and Ameribank Corporation, of Shawnee, Oklahoma,
("Purchaser").
In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:
1. Seller agrees to sell to Purchaser who agrees to purchase 2,008
shares of the 9% Cumulative, Nonvoting Preferred stock (the "Shares") of United
Oklahoma Bankshares, Inc. (the "Company"), for a purchase price equal to $49.50
per share, (the "Purchase Price").
2. The Purchaser shall pay in cash the Purchase Price to Seller at
the Closing. Seller agrees to convey, transfer and deliver the Shares at the
Closing. The Certificate for the Shares shall be delivered at the Closing, duly
endorsed in blank and in a form reasonably acceptable to Purchaser.
3. The Closing shall take place at the office of Seller or at such
other place as is mutually agreeable to Purchaser and Seller. The Closing shall
occur on or before June 7, 1996.
4. Seller represents and warrants to Purchaser that the Shares to
be transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.
5. Seller represents and warrants to Purchaser that the Shares are all
of the shares of the Company owned by the Seller and further agrees that Seller
will not acquire, directly or indirectly any additional shares of the Company.
6. Seller agrees not to acquire either directly or indirectly any
shares of the Company's 9% Cumulative, Nonvoting Preferred stock or Common
stock for a period of two (2) years from the date hereof.
7. Seller and Purchaser agree that all information contained in this
Agreement shall be considered confidential. Such information shall not be
disclosed to third parties other than agents and employees of the parties who
have a reason to know such information. Such information may be disclosed to
state and federal regulatory agencies who require such information.
8. In the event a price higher than $49.50 per share is paid by
Purchaser to any owner other than Purchaser of the 9% Cumulative, Nonvoting
Preferred Stock in a subsequent tender offer or merger transaction occurring
within one (1) year from the date hereof, Purchaser agrees to pay Seller the
difference in cash.
9. Any notice required hereunder shall be given in writing by
registered mail and shall be deemed to have been given on the date such notice
is posted, with postage prepaid, addressed to the last address of the
addressee.
2
10. This Agreement shall be binding upon the parties hereto, their
successors and assigns.
11. This Agreement shall be governed by the laws of the State of
Oklahoma.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date first written above.
SELLER PURCHASER
A. Xxxxxx Xxx AMERIBANK CORPORATION
Xxxx Xxx
/s/ A. XXXXXX XXX By: /s/ X. XXXXX XXXXXXXX
------------------------------- -----------------------------------
Its Vice President
--------------------------------
-------------------------------
3
STOCK PURCHASE AGREEMENT
Agreement made this 31st day of May, 0000, xxxxxxx Xxxx XxXxxxxx, xx
Xxxxxxxxxxxx, Xxxxx ("Seller") and Ameribank Corporation, of Shawnee, Oklahoma,
("Purchaser").
In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:
1. Seller agrees to sell to Purchaser who agrees to purchase 15,787 shares
of the 9% Cumulative, Nonvoting Preferred stock (the "Shares") of United
Oklahoma Bankshares, Inc. (the "Company"), for a purchase price equal to $49.50
per share, (the "Purchase Price").
2. The Purchaser shall pay in cash the Purchase Price to Seller at the
Closing. Seller agrees to convey, transfer and deliver the Shares at the
Closing. The Certificate for the Shares shall be delivered at the Closing, duly
endorsed in blank and in a form reasonably acceptable to Purchaser.
3. The Closing shall take place at the office of Seller or at such other
place as is mutually agreeable to Purchaser and Seller. The Closing shall occur
on or before June 7, 1996.
4. Seller represents and warrants to Purchaser that the Shares to be
transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.
5. Seller represents and warrants to Purchaser that the Shares are all of
the shares of the Company owned by the Seller and further agrees that Seller
will not acquire, directly or indirectly any additional shares of the Company.
6. Seller agrees not to acquire either directly or indirectly any shares
of the Company's 9% Cumulative, Nonvoting Preferred stock or Common stock for a
period of two (2) years from the date hereof.
7. Seller and Purchaser agree that all information contained in this
Agreement shall be considered confidential. Such information shall not be
disclosed to third parties other than agents and employees of the parties who
have a reason to know such information. Such information may be disclosed to
state and federal regulatory agencies who require such information.
8. In the event a price higher than $49.50 per share is paid by Purchaser
to any owner other than Purchaser of the 9% Cumulative, Nonvoting Preferred
Stock in a subsequent tender offer or merger transaction occurring within one
(1) year from the date hereof, Purchaser agrees to pay Seller the difference in
cash.
9. Any notice required hereunder shall be given in writing by registered
mail and shall be deemed to have been given on the date such notice is posted,
with postage prepaid, addressed to the last address of the addressee.
4
10. This Agreement shall be binding upon the parties hereto, their
successors and assigns.
11. This Agreement shall be governed by the laws of the State of Oklahoma.
IN WITNESS WHEREOF, the parties have executed this agreement on the date
first written above.
SELLER PURCHASER
Xxxx XxXxxxxx AMERIBANK CORPORATION
/s/ XXXX XXXXXXXX By: /s/ X. XXXXX XXXXXXXX
------------------------------ -------------------------------
Its Vice President
------------------------------ -------------------------------
