EXHIBIT 4.3
STOCK RESTRICTION AGREEMENT
This Stock Restriction Agreement (the "Agreement") is made and entered
into this ______day of July, 2006, by and among ▇▇▇▇▇▇ VALLEY HOLDING CORP., a
New York Corporation having a business address at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Company"), and _________________________ (the
"Stockholder"), having a mailing address at __________________________________.
RECITALS
A. WHEREAS, Stockholder now owns or may hereinafter own shares of common
stock of the Company (the "Shares"); and
B. WHEREAS, Stockholder is acquiring Shares from (i) the Company, or(ii)
an individual or entity whose Shares are subject to certain stock restrictions
imposed by a certain Stock Restriction Agreement (each of the foregoing being
hereinafter referred to as a "Transferor"); and
C. WHEREAS, the parties acknowledge that the purpose of the Stock
Restriction Agreement is to protect and preserve the shareholders mutual
interests and the interests of the Company by promoting continuity of share
ownership and corporate control by imposing certain restrictions on the
transferability of the Shares.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereby agree as follows:
1. Right of First Refusal. The Stockholder shall not sell, assign,
transfer, give or in any manner dispose of all or any part of his or her Shares,
now owned or hereafter acquired, or any right or interest therein, whether
voluntarily or by operation of law, without first giving to the Company written
notice by Certified or Registered Mail (the "Sale Notice") of his or her receipt
of an offer from a prospective purchaser (the "Purchaser"). The Sale Notice must
be in writing and must state the name and address of the Purchaser, the number
of Shares involved, and the terms of such purchase.
Within ten (10) days after receipt of the Sale Notice by the Company, the
Company, by action of its Board of Directors or its designated committee, may
elect to purchase all, but not less than all, of such Shares offered for
disposition (the "Disposition Shares"), or may elect to designate a person,
including an officer, director or employee of the Company, to purchase all but
not less than all of said Disposition Shares. The purchase price of any
Disposition Shares purchased under the terms of this Agreement shall be on the
same terms and conditions as that offered by the Purchaser.
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2. Termination of Restrictions. If all of the Disposition Shares are not
purchased by the Company or its designee in accordance with the provisions of
Paragraph 1 hereof, then all restrictions imposed by this Agreement upon the
Disposition Shares shall terminate and the Stockholder desiring to make a
disposition therefor shall be free to sell the Disposition Shares to the
Purchaser at the price and terms set forth in the original offer, at any time
within twenty (20) days thereafter; provided, however, that at the end of the
twenty (20) day period, all restrictions shall again be applicable in the same
manner and under the same terms as set forth in this Agreement.
3. Terms of the Purchase
A. Closing. The consummation of the purchase and sale of the
Disposition Shares shall be referred to as the "Closing", and shall take place
at a time and place as to which the parties shall agree, but in no event shall
it occur more than twenty (20) days after the Company receives the Sale Notice
pursuant to Paragraph 1 of this Agreement.
B. Transfer of Disposition Shares. At such time as the agreed
consideration has been paid and delivered to the selling Stockholder, the
Disposition Shares shall be transferred to the Purchaser.
C. Payment of Purchase Price. The purchase price for any Disposition
Shares purchased by the Company pursuant to this Agreement shall be paid in
funds deemed acceptable by the Company.
D. Purchaser's Obligations. Any transfer of Disposition Shares is
contingent upon proper execution of the Company's Stock Restriction Agreement by
the Purchaser.
4. Endorsement on Share Certificate. Each certificate representing Shares
of the Company shall have endorsed conspicuously on its face a legend in
substantially the following form:
(i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANS- FERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRA- TION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ("THE ACT"), OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
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(ii) THE OFFER, SALE, TRANSFER, OR OTHER DISPOSITION OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT
TO THE TERMS OF THAT CERTAIN STOCK RESTRICTION AGREEMENT
INCLUDING ANY AMENDMENTS THERETO, AND MAY NOT BE AFFECTED IN
CONTRAVENTION OF THE PROVISIONS OF SUCH AGREE- MENT. A COPY OF
SUCH AGREEMENT WILL BE FURNISHED TO THE HOLDER HEREOF BY THE
SECRETARY OF THE COMPANY UPON WRITTEN REQUEST.
5. Miscellaneous
A. Binding Effect. This Agreement shall be binding upon the parties
to this Agreement and upon their respective heirs, successors and/or assigns.
B. No Waiver. No waiver of any breach or default under this
Agreement shall be considered valid unless in writing, and no such waiver shall
be deemed a waiver of any subsequent breach or default of the same or similar
nature.
C. Amendment. This Agreement may only be amended by written
instrument executed by both parties hereto.
D. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties with respect to the transaction contemplated
pursuant to this Agreement, and supersedes all prior agreements, arrangements
and understandings related to its subject matter among the parties.
E. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute the same document.
F. Governing Law. The Laws of the State of New York shall govern
this Agreement and the construction of its terms. If any provision is
unenforceable or invalid for any reason, the remainder of this Agreement shall
continue in effect.
G. Enforcement. If a Stockholder proposes to make a transfer of any
Shares by assignment, sale, gift or other transfer in violation of the terms of
this Agreement, the Company may apply to any court for injunctive order
prohibiting such proposed transfer except in compliance with the terms of this
Agreement. The Company may institute or maintain proceedings against the
violating Stockholder to compel specific performance of this Agreement. Any
attempt to transfer the Shares in violation of this Agreement shall be void.
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H. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by Certified or
Registered Mail to:
As to the "Company" to:
Chairman of the Board
▇▇▇▇▇▇ Valley Holding Corp.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
As to the "Stockholder" to:
{REGISTRATION/STOCKHOLDER NAME}
Registered address
Any party, by notice as provided above, may change the address to which
his, her, or its future notices shall be sent.
IN WITNESS WHEREOF, the Company and the Stockholder have executed this
Agreement effective as of the date first above written.
▇▇▇▇▇▇ VALLEY HOLDING CORP.
BY: __________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇, PRESIDENT & C.E.O.
STOCKHOLDER:
BY: __________________________________
{REGISTRATION NAME IF INDIVIDUAL/
NAME OF AUTHORIZED SIGNED AND CAPACITY IF
TRUST/COMPANY/CUSTODIAN ETC.}
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STATE OF NEW YORK )
SS.:
COUNTY OF WESTCHESTER )
On the day of May 2006, before me personally came ▇▇▇▇▇ ▇. ▇▇▇▇▇,
to me known, who, being by me duly sworn, did depose and say that he resides at
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; that he is the President and C.E.O. of
▇▇▇▇▇▇ VALLEY HOLDING CORP., the Corporation described in and which executed the
foregoing instrument; that he knows the seal of said Corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said Corporation, and that he signed his name
thereto by like order.
__________________________________
STATE OF )
SS.:
COUNTY OF )
On the day of May 2006, before me personally came {STOCKHOLDER
NAME} to me known to be the individual described in and who executed the
foregoing instrument, and acknowledged that he executed the same.
__________________________________
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