Exhibit 99.1
WARRANT AGREEMENT
THIS WARRANT AGREEMENT is made as of January 16, 2003, by and between
▇▇▇▇▇▇ FINANCIAL CORPORATION, a Pennsylvania corporation ("▇▇▇▇▇▇") and PREMIER
BANCORP, INC., a Pennsylvania corporation ("PREMIER").
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇ and Premier are entering into an Agreement and Plan of
Merger on the date hereof (the "Merger Agreement") (capitalized terms used
herein which are not otherwise defined herein shall have the meanings ascribed
to them in the Merger Agreement);
WHEREAS, it is a condition to execution of the Merger Agreement, that
Premier issue to ▇▇▇▇▇▇, on the terms and conditions set forth herein, a warrant
entitling ▇▇▇▇▇▇ to purchase up to an aggregate of 835,000 shares of Premier's
common stock, $0.33 par value per share (the "Common Stock"); and
WHEREAS, Premier wishes to issue to ▇▇▇▇▇▇ the warrant described below in
connection with the Merger Agreement.
NOW, THEREFORE, in consideration of the execution of the Merger Agreement
and the premises herein contained, and intending to be legally bound, ▇▇▇▇▇▇ and
Premier agree as follows:
1. Issuance of Warrant. Concurrently with the execution of this
Agreement, Premier shall issue to ▇▇▇▇▇▇ a warrant in the form attached as
Schedule 1 hereto (the "Warrant," which term as used herein shall include any
warrant or warrants issued upon transfer or exchange of the original Warrant) to
purchase up to 835,000 shares of Common Stock (but in any event not to exceed
19.99% of the outstanding Common Stock taking into consideration shares of
Common Stock issuable upon exercise of the Warrant but excluding any other
unissued shares of such corporation which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion or
option rights, or otherwise), subject to adjustment as provided in this
Agreement and in the Warrant. The Warrant shall be exercisable at a purchase
price of $17.85 per share, i.e., the last sale price of the Common Stock on
January 15, 2003, as reported by AMEX, subject to adjustment as provided in the
Warrant (the "Exercise Price"). So long as the Warrant is outstanding and
unexercised, Premier shall at all times maintain and reserve, free from
preemptive rights, such number of authorized but unissued shares of the Common
Stock as may be necessary so that the Warrant may be exercised, without any
additional authorization of the Common Stock, after giving effect to all other
options, warrants, convertible securities and other rights to acquire shares of
the Common Stock. Premier represents and warrants that it has duly authorized
the execution and delivery of the Warrant and this Agreement and the issuance of
the Common Stock upon exercise of the Warrant. Premier covenants that the shares
of the Common Stock issuable upon exercise of the Warrant shall be, when so
issued, duly authorized, validly issued, fully paid and nonassessable and
subject to no preemptive rights. The Warrant
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and the shares of the Common Stock to be issued upon exercise of the Warrant are
hereinafter collectively referred to, from time to time, as the "Securities." So
long as the Warrant is owned by ▇▇▇▇▇▇, the Warrant will in no event be
exercised for more than that number of shares of the Common Stock equal to
835,000 (subject to adjustment as provided in the Warrant) less the number of
shares of Common Stock at the time owned by ▇▇▇▇▇▇.
2. Assignment, Transfer, or Exercise of Warrant.
(a) Subject to paragraph 2(b) below, ▇▇▇▇▇▇ will not sell, assign,
transfer or exercise the Warrant, in whole or in part, without the prior
written consent of Premier except upon or after the occurrence of any of
the following prior to termination of the Warrant under Section 9 therein:
(i) a breach by Premier of any covenant set forth in the Merger Agreement
and which would permit a termination of the Merger Agreement by ▇▇▇▇▇▇
pursuant to Section 8.1(b)(i) which occurs following a bona fide proposal
from any financially capable person (other than ▇▇▇▇▇▇) to engage in an
Acquisition Transaction; (ii) the failure of Premier's shareholders to
approve the Merger Agreement at a meeting called for such purpose if at the
time of such meeting there has been an announcement by any financially
capable Person (other than ▇▇▇▇▇▇) of a bona fide offer or proposal to
effect an Acquisition Transaction and such offer or proposal has not been
publicly withdrawn prior to mailing of the notice of the Premier
shareholder meeting; (iii) the acquisition by any Person of Beneficial
Ownership of 25% or more of the Common Stock (before giving effect to any
exercise of the Warrant); (iv)(A) any Person (other than ▇▇▇▇▇▇) shall have
commenced a tender or exchange offer, or shall have filed an application
with an appropriate bank regulatory authority with respect to an
Acquisition Transaction and, (B) within six (6) months from such offer or
filing, such person consummates an Acquisition Transaction; (v) Premier
shall have entered into an agreement, letter of intent, or other
understanding with any Person (other than ▇▇▇▇▇▇) providing for such Person
to engage in an Acquisition Transaction; and/or (vi) termination of the
Merger Agreement by ▇▇▇▇▇▇ under Section 8.1(b)(iii) or termination of the
Merger Agreement by Premier under Section 8.1(c)(iii). As used in this
Paragraph 2, the terms "Beneficial Ownership" and "Person" shall have the
respective meanings set forth in Paragraph 7(f). For purposes of this
Agreement, "Acquisition Transaction" shall mean (x) a merger or
consolidation or statutory share exchange or any similar transaction
involving Premier or a Premier Subsidiary, (y) a purchase, lease or other
acquisition of all or substantially all of the assets of Premier or a
Premier Subsidiary or (z) a purchase or other acquisition of beneficial
ownership of securities representing 25% or more of the voting power of
Premier or a Premier Subsidiary.
(b) Notwithstanding the foregoing, Premier shall not be obligated to
issue Shares upon exercise of the Warrant (i) in the absence of any
required governmental or regulatory approval or consent necessary for
Premier to issue the Shares or for ▇▇▇▇▇▇ to exercise the Warrant or prior
to the expiration or termination of any waiting period
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required by law or (ii) so long as any injunction or other order, decree or
ruling issued by any federal or state court of competent jurisdiction is in
effect that prohibits the sale or delivery of the Shares. Any sale,
assignment or transfer of the Warrant, in whole or in part, or any sale,
assignment or transfer of the Shares by ▇▇▇▇▇▇, other than a sale to a
directly-owned subsidiary of ▇▇▇▇▇▇, shall be subject to the right of first
refusal of Premier (or any assignee or assignees of Premier) at a price
equal to the written offer price that ▇▇▇▇▇▇ receives from a third party
(other than a directly-owned subsidiary of ▇▇▇▇▇▇) and intends to accept.
The right of first refusal shall terminate 15 days after notice of ▇▇▇▇▇▇'▇
intention to sell has been delivered to Premier. If an offer is made for a
consideration that, in whole or in part, consists of other than cash, the
value of the non-cash portion of the consideration shall be determined by a
recognized investment banking firm selected jointly by ▇▇▇▇▇▇ and Premier,
and the determination shall in no event be made later than the fifth day
after notice of ▇▇▇▇▇▇'▇ intention to sell has been delivered to Premier.
In the event of the failure or refusal of Premier to purchase the Warrant
or all the Shares covered by ▇▇▇▇▇▇'▇ notice to sell, ▇▇▇▇▇▇ may, within 30
days from the date of the notice, unless additional time is needed to give
notification to or to obtain approval from any governmental or regulatory
authority and, if so required, within five days after the date on which the
required notification period has expired or been terminated or the approval
has been obtained and any requisite waiting period with respect thereto has
passed, sell all, but not less than all, of the portion of the Warrant or
the Shares covered by the notice to the proposed transferee at no less than
the price specified and on terms no more favorable to the buyer than those
set forth in the notice.
3. Registration Rights. If, at any time within one year after the Warrant
may be exercised or sold, Premier shall receive a written request therefor from
▇▇▇▇▇▇, Premier shall prepare and file a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), covering the Warrant and/or the Common Stock issued or
issuable upon exercise of the Warrant (the "Securities"), and shall use its best
efforts to cause the Registration Statement to become effective and remain
current for such period not in excess of 180 days from the day such registration
statement first becomes effective as may be reasonably necessary to affect such
sale or other disposition. Without the prior written consent of ▇▇▇▇▇▇, neither
Premier nor any other holder of securities of Premier may include such
securities in the Registration Statement. The foregoing notwithstanding, if, at
the time of any request by ▇▇▇▇▇▇ for registration of Common Stock as provided
above, Premier is in registration with respect to an underwritten public
offering by Premier 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 Common
Stock covered by this Warrant Agreement would interfere with the successful
marketing of the shares of Common Stock offered by Premier, the number of shares
of Common Stock otherwise to be covered in the registration statement
contemplated hereby may be reduced; provided, however, that after any such
required reduction, the number of shares of Common Stock to be included in such
offering for the account of ▇▇▇▇▇▇ shall constitute at least 25% of the total
number of shares
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to be sold by ▇▇▇▇▇▇ and Premier in the aggregate; and provided further,
however, that if such reduction occurs, then Premier shall file a registration
statement for the balance as promptly as practicable thereafter as to which no
reduction pursuant to this Section 3 shall be permitted or occur and ▇▇▇▇▇▇
shall thereafter be entitled to one additional registration and the one (1) year
period referred to in the first sentence of this section shall be increased to
two (2) years. ▇▇▇▇▇▇ shall provide all information reasonably requested by
Premier for inclusion in any registration statement to be filed hereunder. If
requested by ▇▇▇▇▇▇ in connection with such registration, Premier 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 to representations,
warranties, indemnities and other agreements customarily included in such
underwriting agreements for Premier.
4. Duties of Premier upon Registration. If and whenever Premier is
required by the provisions of Paragraph 3 of this Agreement to effect the
registration of any of the Securities under the Securities Act, Premier shall:
(a) prepare and file with the Securities and Exchange Commission (the
"SEC") such amendments to the Registration Statement and supplements to the
prospectus contained therein as may be necessary to keep the Registration
Statement effective and current;
(b) furnish to ▇▇▇▇▇▇ and to the underwriters of the Securities being
registered such reasonable number of copies of the Registration Statement, the
preliminary prospectus and final prospectus contained therein, and such other
documents as ▇▇▇▇▇▇ or such underwriters may reasonably request in order to
facilitate the public offering of the Securities;
(c) use its best efforts to register or qualify the Securities
covered by the Registration Statement under the state securities or blue sky
laws of such jurisdictions as ▇▇▇▇▇▇ or such underwriters may reasonably
request;
(d) notify ▇▇▇▇▇▇, promptly after Premier shall receive notice
thereof, of the time when the Registration Statement has become effective or any
supplement or amendment to any prospectus forming a part of the Registration
Statement has been filed;
(e) notify ▇▇▇▇▇▇ promptly of any request by the SEC for the amending
or supplementing of the Registration Statement or the prospectus contained
therein, or for additional information;
(f) prepare and file with the SEC, promptly upon the request of
▇▇▇▇▇▇, any amendments or supplements to the Registration Statement or the
prospectus contained therein which, in the opinion of counsel for ▇▇▇▇▇▇, are
required under the Securities Act or the rules and regulations promulgated by
the SEC thereunder in connection with the public offering of the Securities;
(g) prepare and promptly file with the SEC such amendments of or
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supplements to the Registration Statement or the prospectus contained therein
as may be necessary to correct any statements or omissions if, at the time when
a prospectus relating to such Securities is required to be delivered under the
Securities Act, any event shall have occurred as the result of which such
prospectus as then in effect would include an untrue statement of a material
fact or would omit to state any 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;
(h) advise ▇▇▇▇▇▇, promptly after Premier shall receive notice or
obtain knowledge of the issuance of any stop order by the SEC suspending the
effectiveness of the Registration Statement, or the initiation or threatening of
any proceeding for that purpose, and promptly use its best efforts to prevent
the issuance of any stop order or to obtain its withdrawal if such stop order
should be issued; and
(i) at the request of ▇▇▇▇▇▇, furnish on the date or dates provided
for in the underwriting agreement: (i) an opinion or opinions of counsel for
Premier for the purposes of such registration, addressed to the underwriters and
to ▇▇▇▇▇▇, covering such matters as such underwriters and ▇▇▇▇▇▇ may reasonably
request and as are customarily covered by issuer's counsel at that time; and
(ii) a letter or letters from the independent accountants for Premier, addressed
to the underwriters and to ▇▇▇▇▇▇, covering such matters as such underwriters or
▇▇▇▇▇▇ may reasonably request, in which letters such accountants shall state
(without limiting the generality of the foregoing) that they are independent
accountants within the meaning of the Securities Act and that, in the opinion of
such accountants, the financial statements and other financial data of Premier
included in the Registration Statement or any amendment or supplement thereto
comply in all material respects with the applicable accounting requirements of
the Securities Act.
5. Expenses of Registration. With respect to the registration requested
pursuant to Paragraph 3 of this Agreement, (a) Premier shall bear all
registration, filing and AMEX fees, printing and engraving expenses, fees and
disbursements of its counsel and accountants and all legal fees and
disbursements and other expenses of Premier to comply with state securities or
blue sky laws of any jurisdictions in which the Securities to be offered are to
be registered or qualified; and (b) ▇▇▇▇▇▇ shall bear all fees and disbursements
of its counsel and accountants, underwriting discounts and commissions, transfer
taxes for ▇▇▇▇▇▇ and any other expenses incurred by ▇▇▇▇▇▇.
6. Indemnification. In connection with any Registration Statement or any
amendment or supplement thereto:
(a) Premier shall indemnify and hold harmless ▇▇▇▇▇▇, any underwriter
(as defined in the Securities Act) for ▇▇▇▇▇▇, and each person, if any, who
controls ▇▇▇▇▇▇ or such underwriter (within the meaning of the Securities Act)
from and against any and all loss,
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damage, liability, cost or expense to which ▇▇▇▇▇▇ or any such underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such loss, damage, liability, cost or expense arises out of or is
caused by any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any prospectus or preliminary
prospectus contained therein or any amendment or supplement thereto, or arises
out of or is based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that Premier will not be liable in any such
case to the extent that any such loss, damage, liability, cost or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished by
▇▇▇▇▇▇, such underwriter or such controlling person in writing specifically for
use in the preparation thereof.
(b) ▇▇▇▇▇▇ shall indemnify and hold harmless Premier, any underwriter
(as defined in the Securities Act), and each person, if any, who controls
Premier or such underwriter (within the meaning of the Securities Act) from and
against any and all loss, damage, liability, cost or expense to which Premier or
any such underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such loss, damage, liability, cost or
expense arises out of or is caused by any untrue or alleged untrue statement of
any material fact contained in the Registration Statement, any prospectus or
preliminary prospectus contained therein or any amendment or supplement thereto,
or arises out of or is based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances in which they were
made, not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was so made in reliance upon and in conformity with written information
furnished by ▇▇▇▇▇▇ specifically for use in the preparation thereof.
(c) Promptly after receipt by any party which is entitled to be
indemnified, pursuant to the provisions of subparagraph (a) or (b) of this
Paragraph 6, of any claim in writing or of notice of the commencement of any
action involving the subject matter of the foregoing indemnity provisions, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to the provisions of subparagraph (a) or (b) of this
Paragraph 6, promptly notify the indemnifying party of the receipt of such claim
or notice of the commencement of such action, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may otherwise
have to any indemnified party hereunder. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party shall have the right to participate
in and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any action include both the indemnified party or parties and the
indemnifying party and there is a conflict of interest which would prevent
counsel for the
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indemnifying party from also representing any indemnified party, such
indemnified party shall have the right to select separate counsel to participate
in the defense of such indemnified party. After notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party,
pursuant to the provisions of subparagraph (a) or (b) of this Paragraph 6, for
any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation, unless (i) such indemnified party shall have employed separate
counsel in accordance with the provisions of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after the notice of the commencement of the action, or (iii) the indemnifying
party has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party.
(d) If recovery is not available under the foregoing indemnification
provisions, for any reason other than as specified therein, any party entitled
to indemnification by the terms thereof shall be entitled to obtain contribution
with respect to its liabilities and expenses, except to the extent that
contribution is not permitted under Section 11(f) of the Securities Act. In
determining the amount of contribution to which the respective parties are
entitled there shall be considered the parties' relative knowledge and access to
information concerning the matter with respect to which the claim was asserted,
the opportunity to correct and/or prevent any statement or omission, and any
other equitable considerations appropriate under the circumstances. ▇▇▇▇▇▇ and
Premier agree that it would not be equitable if the amount of such contribution
were determined by pro rata or per capita allocation even if the underwriters
and ▇▇▇▇▇▇ as a group were considered a single entity for such purpose.
7. Redemption and Repurchase Rights.
(a) From and after the date on which any event described in Paragraph
2 of this Agreement occurs, the Holder as defined in the Warrant (which shall
include a former Holder), who has exercised the Warrant in whole or in part
shall have the right to require Premier to purchase some or all of the shares of
Common Stock for which the Warrant was exercised at a redemption price per share
(the "Redemption Price") equal to the highest of: (i) 110% of the Exercise
Price, (ii) the highest price paid or agreed to be paid for any share of Common
Stock by an Acquiring Person (as defined below) during the one year period
immediately preceding the date of redemption, and (iii) in the event of a sale
of all or substantially all of Premier's assets or all or substantially all of a
subsidiary of Premier's assets: (x) the sum of the price paid in such sale for
such assets and the current market value of the remaining assets of Premier as
determined by a recognized investment banking firm selected by such Holder and
reasonably acceptable to Premier, divided by (y) the number of shares of Common
Stock then outstanding. If the price paid consists in whole or in part of
securities or assets other than cash, the value of such securities or assets
shall be their then current market value as determined by a recognized
investment banking firm selected by the Holder and
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reasonably acceptable to Premier.
(b) From and after the date on which any event described in Paragraph
2 of this Agreement occurs, the Holder as defined in the Warrant (which shall
include a former Holder), shall have the right to require Premier to repurchase
all or any portion of the Warrant at a price (the "Warrant Repurchase Price")
equal to the product obtained by multiplying: (i) the number of shares of Common
Stock represented by the portion of the Warrant that the Holder is requiring
Premier to repurchase, times (ii) the excess of the Redemption Price over the
Exercise Price.
(c) The Holder's right, pursuant to this Paragraph 7, to require
Premier to repurchase a portion or all of the Warrant, and/or to require Premier
to purchase some or all of the shares of Common Stock for which the Warrant was
exercised, shall expire on the close of business on the 180th day following the
occurrence of any event described in Paragraph 2.
(d) The Holder may exercise its right, pursuant to this Paragraph 7,
to require Premier to repurchase all or a portion of the Warrant, and/or to
require Premier to purchase some or all of the shares of Common Stock for which
the Warrant was exercised, by surrendering for such purpose to Premier, at its
principal office within the time period specified in the preceding subparagraph,
the Warrant and/or a certificate or certificates representing the number of
shares to be purchased accompanied by a written notice stating that it elects to
require Premier to repurchase the Warrant or a portion thereof and/or to
purchase all or a specified number of such shares in accordance with the
provisions of this Paragraph 7. As promptly as practicable, and in any event
within five business days after the surrender of the Warrant and/or such
certificates and the receipt of such notice relating thereto, Premier shall
deliver or cause to be delivered to the Holder: (i) the applicable Redemption
Price (in immediately available funds) for the shares of Common Stock which it
is not then prohibited under applicable law or regulation from purchasing,
and/or (ii) the applicable Warrant Repurchase Price, and/or (iii) if the Holder
has given Premier notice that less than the whole Warrant is to be repurchased
and/or less than the full number of shares of Common Stock evidenced by the
surrendered certificate or certificates are to be purchased, a new certificate
or certificates, of like tenor, for the number of shares of Common Stock
evidenced by such surrendered certificate or certificates less the number shares
of Common Stock purchased and/or a new Warrant reflecting the fact that only a
portion of the Warrant was repurchased.
(e) To the extent that Premier is prohibited under applicable law or
regulation, or as a result of administrative or judicial action, from
repurchasing the Warrant and/or purchasing the Common Stock as to which the
Holder has given notice of repurchase and/or redemption, Premier shall
immediately so notify the Holder and thereafter deliver or cause to be
delivered, from time to time to the Holder, the portion of the Warrant
Repurchase Price and/or the Redemption Price which it is no longer prohibited
from delivering, within five business days after the date on which Premier is no
longer so prohibited; provided, however, that to the extent
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that Premier is at the time and after the expiration of 25 months, so prohibited
from delivering the Warrant Repurchase Price and/or the Redemption Price, in
full (and Premier hereby undertakes to use its best efforts to obtain all
required regulatory and legal approvals as promptly as practicable), Premier
shall deliver to the Holder a new Warrant (expiring one year after delivery)
evidencing the right of the Holder to purchase that number of shares of Common
Stock representing the portion of the Warrant which Premier is then so
prohibited from repurchasing, and/or Premier shall deliver to the Holder a
certificate for the shares of Common Stock which Premier is then so prohibited
from purchasing, and Premier shall have no further obligation to repurchase such
new Warrant or purchase such Common Stock; and provided further, that upon
receipt of such notice and until five days thereafter the Holder may revoke its
notice of repurchase of the Warrant and/or redemption of Common Stock by written
notice to Premier at its principal office stating that the Holder elects to
revoke its election to exercise its right to require Premier to repurchase the
Warrant and/or purchase the Common Stock, whereupon Premier will promptly
redeliver to the Holder the Warrant and/or the certificates representing shares
of Common Stock surrendered to Premier for purposes of such repurchase and/or
redemption, and Premier shall have no further obligation to repurchase such
Warrant and/or purchase such Common Stock.
(f) As used in this Agreement the following terms have the meanings
indicated:
(1) "Acquiring Person" shall mean any "Person" (hereinafter
defined) who or which is the "Beneficial Owner" (hereinafter defined) of 25% or
more of the Common Stock;
(2) A "Person" shall mean any individual, firm, corporation or
other entity and shall also include any syndicate or group deemed to be a
"Person" by operation of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended;
(3) A Person shall be a "Beneficial Owner," and shall have
"Beneficial Ownership," of all securities:
(i) which such Person or any of its Affiliates (as
hereinafter defined) beneficially owns, directly or indirectly; and
(ii) which such Person or any of its Affiliates or
Associates has (1) the right to acquire (whether such right is exercisable
immediately or only after the passage of time or otherwise) pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (2) the right to
vote pursuant to any proxy, power of attorney, voting trust, agreement,
arrangement or understanding; and
(4) "Affiliate" and "Associate" shall have the respective
meanings
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ascribed to such terms in Rule 12b-2 of the regulations promulgated by the SEC
under the Securities and Exchange Act of 1934, as amended.
8. Remedies. Without limiting the foregoing or any remedies available to
▇▇▇▇▇▇, it is specifically acknowledged that ▇▇▇▇▇▇ would not have an adequate
remedy at law for any breach of this Warrant Agreement and shall be entitled to
specific performance of Premier's obligations under, and injunctive relief
against any actual or threatened violation of the obligations of any Person
subject to, this Agreement.
9. Miscellaneous.
(a) The representations, warranties, and covenants of Premier set
forth in the Merger Agreement are hereby incorporated by reference in and made a
part of this Agreement, as if set forth in full herein.
(b) This Agreement, the Warrant and the Merger Agreement set forth
the entire understanding and agreement of the parties hereto and supersede any
and all prior agreements, arrangements and understandings, whether written or
oral, relating to the subject matter hereof and thereof. No amendment,
supplement, modification, waiver, or termination of this Agreement shall be
valid and binding unless executed in writing by both parties.
(c) This Agreement shall be deemed to have been made in, and shall be
governed by and interpreted in accordance with the substantive laws of, the
Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers as of the day and year first above
written.
▇▇▇▇▇▇ FINANCIAL CORPORATION
By:
R. ▇▇▇▇▇ ▇▇▇▇▇, Jr., President and
Chief Operating Officer
Attest:
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Secretary
PREMIER BANCORP, INC.
By:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President and
Chief Executive Officer
Attest:
▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary