EXHIBIT A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made and entered into this _________
day of March, 2006, by and between ______________________________, [an]
individual(s), and CENTRA FINANCIAL HOLDINGS, INC., a West Virginia corporation
("Purchaser").
RECITALS
A. Seller owns ______________ shares of common stock, $.25 par value
("Shares"), of Smithfield State Bank of Smithfield, Pa. ("Bank").
B. Seller desires to sell, and Purchaser (subject to the conditions
contained herein) desires to purchase the Shares.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth below, the sufficiency of which is hereby acknowledged,
the parties , intending to be legally bound, agree as follows:
ARTICLE I
SALE AND PURCHASE OF SHARES
Subject to the terms and conditions of this Agreement, Seller hereby
agrees to sell the Shares to Purchaser, and Purchaser hereby agrees to purchase
the Shares as set forth herein. The purchase price for the Shares (the "Purchase
Price") is _________________________ Dollars ($________) per share, and the
Purchase Price shall be paid by Purchaser to Seller at Closing, by cashier's
check or funds transfer.
ARTICLE II
CLOSING
2.1 Closing Date. The Closing of the sale and purchase of the Shares
contemplated hereby (the "Closing") shall occur at a time and place mutually
agreeable to the parties, as soon as practicable after receipt of all regulatory
approvals and the satisfaction of all of the conditions set forth in Articles V
and VI hereof. The date upon which the Closing occurs is referred to in this
Agreement as the "Closing Date."
2.2 Delivery of Shares. At the Closing, Seller shall deliver to
Purchaser stock certificates representing all of the Shares, duly endorsed in
blank or accompanied by stock powers duly executed in blank, in proper form for
transfer, thereby transferring to Purchaser good and marketable title to the
Shares, free and clear of all liens, encumbrances and security interests.
ARTICLE III
REPRESENTATION AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser:
3.1 Authority. Seller has full right and authority to execute this
Agreement, to perform its obligations hereunder and to consummate the
transactions provided for herein. This Agreement constitutes the valid and
binding obligation of Seller, enforceable in accordance with its terms, subject,
however, to the effect of bankruptcy, insolvency, reorganization, moratorium and
similar laws from time to time in effect relating to the rights and remedies or
creditors, as well as to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
3.2 No Breach. The execution, delivery and performance by Seller of
this Agreement do not and will not (i) result in any violation by Seller of any
law, rule or regulation, or any judgment, injunction, order, decree, permit or
license of any judicial or administrative authority or any arbitrator applicable
to Seller, or (ii) conflict with, breach, or with notice or the passage of time
or both, result in a breach by Seller of any agreement or lease to which it is a
party or by which its property may be bound. Seller is not a party to, or bound
by, any judgment, injunction or decree of any court or governmental authority,
or any such agreement or lease, which in any material respect may restrict or
interfere with the performance of this Agreement.
3.3 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereunder have been conducted and carried out by
Seller directly with Purchaser and without assistance or intervention of any
other person so as, through action of Seller or otherwise, to give rise to any
valid claim against Purchaser for a finder's fee, broker's fee, commission or
other like payment. Seller has not engaged, retained or contracted with any
finder, broker or similar person with respect to the sale of the Shares or any
part thereof, so as to incur any liability for a finder's fee, broker's fee,
commission or like payment in connection with the execution of this Agreement or
the consummation of the transactions contemplated hereunder.
3.4 Share Ownership and Transferability. The Shares are held of record
by Seller, free and clear from any claims, liens, pledges, or encumbrances of
any nature.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller:
4.1 Organization and Status of Purchaser. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of West Virginia.
4.2 Authority. Purchaser has full right and authority to execute this
Agreement, to perform its obligations hereunder and to consummate the
transactions provided for herein. This Agreement constitutes the valid and
binding obligation of Purchaser, enforceable in accordance with its terms,
subject, however, to the effect of bankruptcy, insolvency, reorganization,
moratorium and similar laws from time to time in effect relating to the rights
and remedies or creditors, as well as to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
4.3 No Breach. The execution, delivery and performance by Purchaser of
this Agreement do not and will not (i) violate any provision of the Articles of
Incorporation or Bylaws of Purchaser, or (ii) result in any violation by
Purchaser of any law, rule or regulation, or any judgment, injunction, order,
decree, permit or license of any judicial or administrative authority or any
arbitrator applicable to Purchaser, or (iii) conflict with, breach, or with
notice or the passage of time or both, result in a breach by Purchaser of any
agreement or lease to which it is a party or by which its property may be bound.
Purchaser is not a party to, or bound by, any judgment, injunction or decree of
any court or governmental authority, or any such agreement or lease, which in
any material respect may restrict or interfere with the performance of this
Agreement.
ARTICLE V
CONDITIONS PRECEDENT TO THE OBLIGATION OF PURCHASER
All obligations of Purchaser to be discharged under this Agreement at
the Closing are subject to the fulfillment, prior to or at the Closing, of each
of the following conditions (unless expressly waived in writing by Purchaser at
any time at or prior to the Closing):
5.1 Representations and Warranties True. All of the representations and
warranties made by Seller contained herein shall be true in all material
respects as of the date of this Agreement and on the Closing Date.
5.2 Approvals and Consents. All consents, permits and approvals from
anyone not a party hereto that may be required in connection with the
performance of this
Agreement shall have been obtained, including, but not limited to the consent or
approval of the Board of Governors of the Federal Reserve, the Federal Deposit
Insurance Corporation, the Pennsylvania Department of Banking and the West
Virginia Board of Banking and Financial Institutions.
5.3 Other Acquisitions. Purchaser shall have entered into agreements to
purchase, on terms and conditions, including price per share, acceptable to
Purchaser in Purchaser's sole discretion, a majority of the issued and
outstanding shares of capital stock of the Bank.
5.4 Activities of the Bank. The Bank shall not have taken or agreed to
take, any of the following actions:
(a) amend its charter or bylaws or other governing
instruments;
(b) (i) issue, sell, or deliver any shares, or rights to
acquire shares, of its capital stock; or (ii) amend in any material
respect any of the terms of any such securities outstanding as of the
date hereof;
(c) (i) split, combine, or reclassify any shares of capital
stock; (ii) declare, set aside, or pay any dividend or other
distribution (whether in cash, stock, or property or any combination
thereof) in respect of its shares of capital stock; (iii) repurchase,
redeem, or otherwise acquire any of its shares of capital stock; or
(iv) adopt a plan of complete or partial liquidation or resolutions
providing for or authorizing a liquidation, dissolution, merger,
consolidation, restructuring, recapitalization, or other
reorganization;
(d) (i) create, incur, guarantee, or assume any indebtedness
for borrowed money or otherwise become liable or responsible for the
obligations of any other person; (ii) make any loans, advances, or
capital contributions to, or investments in, any other person; (iii)
pledge or otherwise encumber the Shares; or (iv) mortgage or pledge any
of its assets, tangible or intangible, or create or suffer to exist any
encumbrance thereupon;
(e) (i) enter into, adopt, or (except as may be required by
law) amend or terminate any incentive stock plan or any other bonus,
profit sharing, compensation, severance, termination, stock option,
stock appreciation right, restricted stock, performance unit, stock
equivalent, stock purchase, pension, retirement, deferred compensation,
employment, severance, or other employee benefit agreement, trust,
plan, fund, or other arrangement for the benefit or welfare of any
director, officer, or employee; (ii) except for normal increases in the
ordinary course of business consistent with past practice that, in the
aggregate, do not result in a material increase in benefits or
compensation expense to the Bank, increase in any manner the
compensation or fringe benefits of any director, officer, or employee;
or (iii) pay to any director, officer, or employee any bonus or other
benefit not required by any employee benefit agreement, trust, plan,
fund, or other arrangement as in effect on the date hereof;
(f) acquire, sell, lease, transfer, or otherwise dispose of,
directly or indirectly, any assets outside the ordinary course of
business consistent with past practice;
(g) acquire any corporation, partnership, or other business
organization, or any interest therein or division thereof;
(h) make any capital expenditure or expenditures which,
individually, is in excess of $100,000;
(i) amend any tax return or make any tax election or settle or
compromise any federal, state, local, or foreign tax liability material
to the Bank;
(j) pay, discharge, or satisfy any claims, liabilities, or
obligations (whether accrued, absolute, contingent, unliquidated, or
otherwise, and whether asserted or unasserted), other than the payment,
discharge, or satisfaction in the ordinary course of business
consistent with past practice, or in accordance with their terms, of
liabilities reflected or reserved against in the financial statements
or incurred since December 31, 2005, in the ordinary course of business
consistent with past practice; provided, however, that in no event
shall the Bank repay any long-term indebtedness except to the extent
required by the terms hereof;
(k) enter into any lease, contract, agreement, commitment,
arrangement, or transaction outside the ordinary course of business
consistent with past practice;
(l) amend, modify, or change in any material respect any
existing lease, contract, or agreement, other than in the ordinary
course of business consistent with past practice;
(m) waive, release, grant, or transfer any rights of value,
other than in the ordinary course of business consistent with past
practice;
(n) lay off any of its employees except in the normal ordinary
course of business;
(o) change any of its banking or safe deposit arrangements;
(p) change any of the accounting principles or practices used
by it;
(q) take any action outside the ordinary course of business
which would or might make any of the representations or warranties of
Seller or the Bank contained in this Agreement untrue or inaccurate as
of any time from the date of this Agreement to the Closing or would or
might result in any of the conditions set forth in this Agreement not
being satisfied; or
(r) authorize or propose, or agree in writing or otherwise to
take, any of the actions described in this Section.
5.5 Material Adverse Change. There shall be no material adverse change
with respect to the Bank, its operations or financial position since June 30,
2005, and no regulatory agreement, order or action to which the Bank is subject
shall be modified in such a way as to be materially adverse or detrimental to
the Bank or Purchaser. The Bank shall operate consistent with past practices and
prudent banking standards, including adherence to all applicable regulatory
standards of the Pennsylvania Department of Banking, the Federal Reserve Bank of
Cleveland, and the FDIC.
5.6 No Litigation. There shall be no litigation or injunctions by a
court or agency of competent jurisdiction affecting the sale contemplated
hereby.
5.7 Other Reasons. Purchaser shall determine for any reason in its sole
discretion, that the purchase contemplated hereby is not in the best interest of
Purchaser or its shareholders.
ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER
All obligations of Seller to be discharged under this Agreement at the
Closing are subject to the fulfillment, prior to or at the Closing, of each of
the following conditions (unless waived in writing by Seller at any time at or
prior to the Closing):
6.1 Representations and Warranties True. All of the representations and
warranties made by Purchaser contained herein shall be true in all material
respects as of the date of the Agreement and on the Closing Date.
6.2 Approvals and Consents. All consents, permits and approvals from
anyone not a party hereto that may be required in connection with the
performance of this Agreement shall have been obtained, including, but not
limited to the consent or approval of the Board of Governors of the Federal
Reserve, the Pennsylvania Department of Banking and the West Virginia Board of
Banking and Financial Institutions.
ARTICLE VII
ADDITIONAL COVENANTS OF SELLER
7.1 Acknowledgments. Seller acknowledges that Purchaser may purchase
other shares of Bank common stock for a price or on terms and conditions which
may be materially different from the terms and conditions contained herein and
which may be more favorable to another seller. Seller also acknowledges that
other parties may be interested in purchasing the Shares or acquiring the Bank.
Seller acknowledges that Purchaser may re-sell the Shares at a profit. Seller
acknowledges that Seller is under no external pressure to sell and that Seller
enters into this Agreement knowingly and voluntarily and is satisfied with the
terms and conditions contained in this Agreement.
7.2 Acquisition Proposals. From and after the date of this Agreement
until the earlier of the Closing or the termination of this Agreement, Seller or
any affiliate, director, officer, employee, or representative, shall not,
directly or indirectly, (i) solicit, initiate, or knowingly encourage any
Acquisition Proposal (as hereinafter defined) or (ii) engage in discussions or
negotiations with, or disclose any nonpublic information relating to the Bank or
the business to, any person that is considering making or has made an
Acquisition Proposal. The term "Acquisition Proposal," as used in this Section
7.2, means any offer or proposal for, or any indication of interest in, a merger
or other business combination involving the Bank or the acquisition of any
equity interest in, or a substantial portion of the assets or shares of capital
stock of, the Bank, or the Shares, other than the transactions contemplated by
this Agreement.
ARTICLE VIII
TERMINATION
8.1 Termination Events. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing Date:
(a) By mutual written consent of Seller and Purchaser; or
(b) By Purchaser (i) if any of the representations and
warranties contained in Article III were incorrect when made or at any
time thereafter, (ii) if any of the conditions of Closing contained in
Article V shall not have been complied with or performed at the time
required for such compliance or performance and such noncompliance or
nonperformance shall not have been
waived in writing by Purchaser or Purchaser determines in its sole
discretion to terminate this Agreement pursuant to Section 5.7; or
(iii) in the event of a material breach by Seller of any covenant or
agreement contained in this Agreement; or
(c) By Seller (i) if any of the representations and warranties
contained in Article IV were incorrect when made or at any time
thereafter, (ii) if the material conditions to Closing contained in
Article VI shall not have been complied with or performed at the time
required for such compliance or performance and such noncompliance or
nonperformance shall not have been waived in writing by Seller; or
(iii) in the event of a material breach by Purchaser of any covenant or
agreement contained in this Agreement.
ARTICLE IX
MISCELLANEOUS
9.1 Notices. All notices, claims or demands required or permitted to be
given hereunder shall be in writing and shall be delivered personally, telexed
or telecopied, or mailed to the other party, properly addressed, by certified or
registered mail, postage prepaid, return receipt requested, addressed as
follows:
(a) If to Purchaser:
Centra Financial Holdings, Inc.
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Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(b) If to Seller:
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Facsimile No.
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Any party may change the address for notices to be sent to it by written notice
delivered pursuant to the terms of this Section 9.1.
9.2 Survival of Representations, Warranties, Covenants and Other
Agreements. All representations, warranties, covenants and agreements set forth
herein or
pursuant hereto shall be continuous and shall survive the Closing hereunder
until the date the Note is due with the same force and effect as if made on
the Closing Date.
9.3 Entire Agreement. This Agreement, and the other instruments and
agreements specifically contemplated hereby to be executed by the parties in
connection herewith, set forth the entire understanding of the parties and
supersede all prior agreements or understandings, whether written or oral, with
respect to the subject matter hereof. No terms, conditions or warranties, other
than those contained herein, and no amendments or modifications hereto shall be
valid unless made in writing and signed by the parties hereto.
9.4 Assignment; Binding Effect. This Agreement may not be assigned by
any party without the express written consent of the others; provided, however,
that Purchaser may assign this agreement, in whole or in part, without consent
to an entity or person controlling, controlled by or under common control with
Purchaser. This Agreement shall extend to and be binding upon and inure to the
benefit of the parties hereto, their respective successors and permitted
assigns.
9.5 Invalid Provisions. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof. In lieu of such illegal, invalid or unenforceable
provision there shall be added automatically a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and still be
legal, valid and enforceable.
9.6 Headings; Captions. The headings and captions to sections,
paragraphs and subparagraphs of this Agreement have been inserted solely for
convenience and reference, and shall not control or effect the meaning or
construction of any of the provisions of this Agreement.
9.7 Cooperation. Seller shall cooperate with Purchaser in applying for
and obtaining the regulatory approvals provided for herein.
9.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same agreement.
9.9 Governing Law. Except to the extent that federal and Pennsylvania
banking laws and regulations apply, this Agreement shall be governed by and
construed in accordance with the laws of the State of West Virginia.
9.10 Attorney's Fees. If any party to this Agreement is required to
bring any action to enforce any provision hereof, the prevailing party or
parties in such action shall be entitled to recover from the other party or
parties to such action its or their costs and expenses incurred in connection
therewith, including the fees and expenses of counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
PURCHASER:
CENTRA FINANCIAL HOLDINGS, INC.
By
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Its
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SELLER(S):
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STATE/COMMONWEALTH OF ____________________________,
COUNTY/CITY OF ____________________________________ , to-wit:
The foregoing instrument was acknowledged before me this _____________
day of March, 2006, by __________________________, as _________________________
of Centra Financial Holdings, Inc., a West Virginia corporation, on behalf of
the corporation.
My commission expires ___________________________.
[SEAL]
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Notary Public
STATE/COMMONWEALTH OF ______________________________,
COUNTY/CITY OF ______________________________________, to-wit:
The foregoing instrument was acknowledged before me this __________ day
of March, 2006, by ______________________, an individual(s).
My commission expires ___________________________.
[SEAL]
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Notary Public