Exhibit 2.3
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT ("Option Agreement") dated January 30, 1998,
by and between MERCANTILE BANCORPORATION INC. ("Mercantile"), a Missouri
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended (the "BHCA"), and as a savings and loan holding company
under the Home Owners' Loan Act, as amended ("HOLA"), and FIRSTBANK OF ILLINOIS
CO. ("Firstbank"), a Delaware corporation registered as a bank holding company
under the BHCA.
W I T N E S S E T H:
WHEREAS, the Executive Committee of the Board of Directors of
Mercantile and the Board of Directors of Firstbank have approved an Agreement
and Plan of Reorganization dated as of even date herewith (the "Merger
Agreement") providing for the merger of Firstbank with and into a wholly owned
subsidiary of Mercantile;
WHEREAS, as a condition to Mercantile's entering into the Merger
Agreement, Mercantile has required that Firstbank agree, and Firstbank has
agreed, to grant to Mercantile the option set forth herein to purchase
authorized but unissued shares of Firstbank Common Stock;
NOW, THEREFORE, in consideration of the premises herein contained,
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, Firstbank
hereby grants to Mercantile an option (the "Option") to purchase up to 3,134,858
authorized and unissued shares of Firstbank Common Stock at a price of $37.75
per share (the "Purchase Price") payable in cash as provided in Section 4
hereof.
3. Exercise of Option.
(a) If not then in material breach of the Merger Agreement,
Mercantile may exercise the Option, in whole or in part, at any time or from
time to time if a Purchase Event (as defined below) shall have occurred;
provided, however, that (i) to the extent the Option shall not have been
exercised, it shall terminate and be of no further force and effect upon the
earliest to occur of (A) the Effective Time of the Merger, (B) the termination
of the Merger Agreement in accordance with Sections 7.01(e), 7.01(f) or 7.01(a)
through 7.01(c) thereof, and (C) two years following the termination of the
Merger Agreement in accordance with Section 7.01(d) thereof, provided that, with
respect to any of the foregoing, if such termination follows an Extension Event
(as defined below), the Option shall not terminate until the date that is 12
months following such termination; (ii) if the Option cannot be exercised on
such day because of any injunction, order or similar restraint issued by a court
of competent jurisdiction, the Option shall expire on the 30th business day
after such injunction, order or restraint shall have been
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dissolved or when such injunction, order or restraint shall have become
permanent and no longer subject to appeal, as the case may be; and (iii) that
any such exercise shall be subject to compliance with applicable law, including
the BHCA.
(b) As used herein, a "Purchase Event" shall mean any of the
following events:
(i) Firstbank or any of its Significant Subsidiaries, without having
received prior written consent from Mercantile, 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 Mercantile or any of its
Subsidiaries) to (A) effect a merger or consolidation or similar
transaction involving Firstbank or any of its Significant Subsidiaries
(other than internal mergers, reorganizing actions, consolidations or
dissolutions involving only Firstbank and/or existing Subsidiaries of
Firstbank), (B) purchase, lease or otherwise acquire 20% or more of the
assets of Firstbank or any of its Significant Subsidiaries 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 Firstbank or any of its
Significant Subsidiaries; provided, that the making of any agreement to
divest or the actual divestiture by Firstbank of any of Firstbank's
Missouri-chartered banks shall not constitute a Purchase Events; and
provided that the term
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"Significant Subsidiary" shall have the meaning ascribed thereto in Rule
1-02 of Regulation S-X of the Securities Exchange Commission;
(ii) any person (other than Mercantile or any Subsidiary of
Mercantile or any person acting in concert with Mercantile, or Firstbank
or any Subsidiary of Firstbank in a fiduciary capacity) shall have
acquired Beneficial Ownership or the right to acquire Beneficial Ownership
of 20% or more of the voting power of Firstbank; or
(iii) Firstbank's Board of Directors shall have withdrawn or modified
in a manner adverse to Mercantile the recommendation of Firstbank's Board
of Directors with respect to the Merger Agreement, unless the Board of
Directors of Firstbank reasonably determines not to so recommend based
upon the written opinion of counsel, which counsel either is one of those
identified on Schedule 2.23 to the Merger Agreement or is otherwise
reasonably acceptable to Mercantile, to the effect that to so recommend
would constitute a breach of the Board's fiduciary duties under applicable
law, in each case after an Extension Event; or
(iv) the holders of Firstbank Common Stock shall not have approved
the Merger Agreement at the Meeting, or such Meeting shall not have been
held or shall have been cancelled prior to termination of the Merger
Agreement in accordance with its terms, in each case after an Extension
Event.
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(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 Mercantile or any of its Subsidiaries)
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 Firstbank 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 Firstbank; or
(iii) any person (other than Mercantile or any Subsidiary of
Mercantile, or Firstbank or any Subsidiary of Firstbank in a fiduciary
capacity) shall have publicly announced (x) an offer described in clause
(ii) above or (y) a transaction described in clause (i) above.
(d) As used herein, the terms "Beneficial Ownership" and
"Beneficially Own" shall have the meanings ascribed to them in Rule 13d-3 under
the Exchange Act.
(e) In the event Mercantile wishes to exercise the Option, it shall
deliver to Firstbank 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
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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, Mercantile shall
pay to Firstbank the aggregate Purchase Price for the shares of Firstbank Common
Stock purchased pursuant to the exercise of the Option in immediately available
funds by wire transfer to a bank account designated by Firstbank.
(b) At such closing, simultaneously with the delivery of cash as
provided in Section 4(a), Firstbank shall deliver to Mercantile a certificate or
certificates representing the number of shares of Firstbank Common Stock
purchased by Mercantile, registered in the name of Mercantile or a nominee
designated in writing by Mercantile, and Mercantile shall deliver to Firstbank a
letter agreeing that Mercantile 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 Firstbank Common Stock
pursuant to any exercise of the Option, Firstbank shall have issued any share
purchase rights or similar securities to holders of Firstbank Common Stock, then
each such share of Firstbank Common Stock shall also represent rights with terms
substantially the same as and at least as favorable to Mercantile as those
issued to other holders of Firstbank Common Stock.
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(d) Certificates for Firstbank 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 Mercantile shall have
delivered to Firstbank an opinion of counsel, in form and substance reasonably
satisfactory to Firstbank 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) Firstbank hereby represents and warrants to Mercantile that:
(i) Firstbank 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 Firstbank, and no other corporate proceedings
are necessary therefor;
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(iii) this Option Agreement has been duly and validly executed and
delivered and represents a valid and legally binding obligation of
Firstbank, enforceable against Firstbank in accordance with its terms; and
(iv) Firstbank 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, 3,134,858 shares of Firstbank Common Stock,
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 security interests and not
subject to any preemptive rights.
(b) Mercantile hereby represents and warrants to Firstbank that:
(i) Mercantile 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 Mercantile, and no other corporate
proceedings are necessary therefor;
(iii) this Option Agreement has been duly and validly executed and
delivered and represents a valid and legally
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binding obligation of Mercantile, enforceable against Mercantile in
accordance with its terms; and
(iv) any Firstbank Common Stock or other securities acquired by
Mercantile 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 Firstbank 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 Firstbank 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 Firstbank 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 Firstbank 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 Mercantile at any
time commencing upon the occurrence of a Purchase Event and ending 13 months
immediately thereafter (the
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"Repurchase Period"), Firstbank (or any successor entity thereof) shall
repurchase the Option from Mercantile together with all (but not less than all,
subject to Section 10) shares of Firstbank Common Stock purchased by Mercantile
pursuant thereto with respect to which Mercantile then has Beneficial Ownership,
at a price (per share, the "Per Share Repurchase Price") equal to the sum of:
(i) The exercise price paid by Mercantile for any shares of
Firstbank Common Stock acquired pursuant to the Option;
(ii) The difference between (A) the "Market/Tender Offer Price" for
shares of Firstbank 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 Firstbank Common Stock or (y) the highest closing mean of the
"bid" and the "ask" price per share of Firstbank Common Stock reported by
NASDAQ, the automated quotation system of the National Association of
Securities Dealers, Inc., for any day within that portion of the
Repurchase Period which precedes the date Mercantile 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 Firstbank Common
Stock with respect to which the Option has not been exercised, but only if
the Market/Tender Offer Price is greater than such exercise price;
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(iii) The difference between the Market/Tender Offer Price and the
Purchase Price paid by Mercantile for any shares of Firstbank 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 exercise price; and
(iv) Mercantile'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.
(b) In the event Mercantile exercises its rights under this Section
7, Firstbank shall, within 10 business days thereafter, pay the required amount
to Mercantile by wire transfer of immediately available funds to an account
designated by Mercantile and Mercantile shall surrender to Firstbank the Option
and the certificates evidencing the shares of Firstbank Common Stock purchased
thereunder with respect to which Mercantile then has Beneficial Ownership, and
Mercantile shall warrant that it has sole record 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. Notwithstanding the
foregoing, in the event (i) Mercantile exercises its rights under this Section
7, (ii) no Purchase Event, other than one or more of those described under
Section 3(b)(iii) and Section 3(b)(iv) of this Option Agreement, shall have
occurred prior to the termination of the Merger Agreement, (iii) as of the
termination
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of the Merger Agreement, Firstbank shall not have knowingly violated
any covenant, agreement or obligation on its part to be observed, performed
and/or kept by it under any of Sections 4.02(c), 4.02(h), 4.02(i) and 4.02(l) of
the Merger Agreement and (iv) Firstbank shall have delivered, within 5 business
days of Mercantile's exercise of its rights under this Section 7, a written
notice certifying the satisfaction of clauses (i) through (iv) of this Section
7(b), then Firstbank shall not be obligated to pay to Mercantile an amount
greater than $21,000,000 pursuant to this Section 7; provided, however, that if
any transaction of the type described in Section 3(b)(i) of this Option
Agreement shall be consummated following the date of termination of the Merger
Agreement and on or before the second anniversary of such date of termination,
then Firstbank shall pay to Mercantile, immediately prior to consummation of the
first such transaction, an additional amount equal to the excess, if any, of (x)
the amount required to be paid by Firstbank to Mercantile pursuant to Section
7(a) hereof (without giving effect to this Section 7(b)) over (y) $21,000,000 by
wire transfer of immediately available funds to an account designated by
Mercantile.
(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 Mercantile and reasonably
acceptable to Firstbank.
8. Repurchase at Option of Firstbank and First Refusal. (a) Except
to the extent that Mercantile shall have
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previously exercised its rights under Section 7, at the request of Firstbank
during the six-month period commencing 13 months following the first occurrence
of a Purchase Event, Firstbank may repurchase from Mercantile, and Mercantile
shall sell to Firstbank, all (but not less than all, subject to Section 10) of
the Firstbank Common Stock acquired by Mercantile pursuant hereto and with
respect to which Mercantile 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 per share, (ii) the Per Share Repurchase Price or
(iii) the sum of (A) the aggregate Purchase Price of 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 Mercantile as its prime or base lending or
reference rate during such period, less any dividends received on the shares so
repurchased, plus (C) Mercantile'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.
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 earlier of (i) the expiration of 18 months immediately following
such Purchase Event or (ii) the expiration or termination of the Option,
Mercantile shall desire to sell, assign, transfer or otherwise dispose of the
Option or all or any of the shares of Firstbank Common Stock acquired by it
pursuant to the Option, it shall give Firstbank written notice of the proposed
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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 Mercantile to Firstbank, 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 Mercantile is proposing to transfer
the Option or such shares to a third party. The purchase of the Option or any
such shares by Firstbank shall be closed within 10 business days of the date of
the acceptance of the offer and the purchase price shall be paid to Mercantile
by wire transfer of immediately available funds to an account designated by
Mercantile. In the event of the failure or refusal of Firstbank to purchase the
Option or all the shares covered by the Offeror's Notice or if the Board or any
other Regulatory Authority disapproves Firstbank's proposed purchase of the
Option or such shares, Mercantile 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 (i) any disposition as a
result of which the proposed transferee would Beneficially Own not more than (or
the right to acquire not more than) 2% of the voting power of Firstbank or (ii)
any disposition of Firstbank Common Stock by a person to whom Mercantile has
sold shares of Firstbank Common Stock issued upon exercise of the Option.
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9. Registration Rights.
At any time after a Purchase Event, Firstbank shall, if requested by
any holder or beneficial owner of shares of Firstbank Common Stock issued upon
exercise of the Option (except any beneficial holder who acquired all of such
holder's shares in a transaction exempt from the requirements of Section 8(b) by
reason of clause (i) thereof) (each a "Holder"), as expeditiously as practicable
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
Firstbank 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 Firstbank Common Stock then outstanding). Each such
Holder shall provide all information reasonably requested by Firstbank for
inclusion in any registration statement to be filed hereunder. Firstbank shall
use all reasonable efforts to cause such registration statement first to become
effective and then to remain effective for such period not in excess of 90 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 Firstbank's expense
except for underwriting discounts and commissions and the fees and disbursements
of such Holders' counsel attributable to the registration of such Firstbank
Common Stock. In
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no event shall Firstbank be required to effect more than one registration
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 Firstbank of Firstbank Common Stock or if a special audit of
Firstbank would otherwise be required in connection therewith. If requested by
any such Holder in connection with such registration, Firstbank 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, Firstbank agrees
to send a copy thereof to any other person known to Firstbank 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.
10. Severability.
Any term, provision, covenant or restriction contained in this
Option Agreement held by a court or a Regulatory Authority 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
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shall be affected or impaired thereby. Any term, provision, covenant or
restriction contained in this Option Agreement that is so found to be so broad
as to be unenforceable shall be interpreted to be as broad as is enforceable. If
for any reason such court or Regulatory Authority determines that applicable law
will not permit Mercantile or any other person to acquire, or Firstbank to
repurchase or purchase, the full number of shares of Firstbank 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 Mercantile or such other
person to acquire, or Firstbank 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.
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(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 8.02 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 both such counterparts together shall constitute but one
agreement.
(g) Specific Performance. The parties hereto agree that if for any
reason Mercantile or Firstbank shall have failed
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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 Missouri 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 Mercantile to a third
party under Section 8, (B) a repurchase by Firstbank under Section 7 or a
repurchase or purchase by Firstbank under Section 8, prior notification to or
approval of the Board or any other Regulatory Authority 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
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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 Mercantile, and in the case
of clause (B) of this subsection (i), such filing shall be made by Firstbank,
provided that each of Mercantile and Firstbank shall use all reasonable efforts
to make all filings with, and to obtain consents of, all third parties and
Regulatory Authorities necessary to the consummation of the transactions
contemplated hereby, including without limitation applying to the Board under
the BHCA for approval to acquire the shares issuable hereunder. 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 Authorized. Nothing contained in
this Option Agreement shall be deemed to authorize Firstbank to issue any shares
of Firstbank Common Stock in breach of, or otherwise breach any of, the
provisions of the Merger Agreement and no action taken pursuant to this Option
Agreement by Firstbank shall 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. 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.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Option Agreement as of the date first written above.
MERCANTILE BANCORPORATION INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
FIRSTBANK OF ILLINOIS CO.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman & CEO
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