STOCK PURCHASE AGREEMENT

 

 

TABLE OF CONTENTS

 

ARTICLE I. PURCHASE AND SALE OF THE SHARES		2
Section 1.01 Acquisition of the Shares		2
Section 1.02 Purchase Price		2
Section 1.03 Closing and Closing Date		2
Section 1.04 Actions to be Taken at the Closing by the Seller		2
Section 1.05 Actions to be Taken at the Closing by the Purchaser		3
Section 1.06 Further Assurances		3
ARTICLE II. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER		3
Section 2.01 Compliance with Representations, Warranties and Agreements		3
Section 2.02 Proceedings and Documents		3
Section 2.03 Governmental and Regulatory Approvals		3
Section 2.04 Closing of the Related Transactions		4
Section 2.05 No Litigation		4
Section 2.06 Retained Assets		4
ARTICLE III. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER		4
Section 3.01 Compliance with Representations, Warranties and Agreements		4
Section 3.02 Proceedings and Documents		5
Section 3.03 Governmental and Regulatory Approvals		5
Section 3.04 Closing of the Related Transactions		5
Section 3.05 Deposit		5
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE SELLER		5
Section 4.01 Ownership of the Shares		5
Section 4.02 Organization and Qualification of the Delaware Company and the Seller		6
Section 4.03 Organization and Qualification of the Bank		6
Section 4.04 Authority and Enforceability		6
Section 4.05 No Breach of Contract		6
Section 4.06 Bank Capitalization		6
Section 4.07 Compliance with Applicable Laws		7
Section 4.08 No Consents Necessary		7
Section 4.09 Filing of Tax Returns		7
Section 4.10 Books and Records		7
Section 4.11 Regulatory Compliance		7
Section 4.12 Litigation; Lender Liability		7
Section 4.13 Insurance		8
Section 4.14 Undisclosed Liabilities		8
Section 4.15 Environmental Compliance		8
Section 4.16 Employee Benefit Plans		8
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		8
Section 5.01 Organization and Qualification of the Purchaser		8
Section 5.02 Authority and Enforceability		9
Section 5.03 No Breach of Contract		9
Section 5.04 No Consents Necessary		9
ARTICLE VI. OBLIGATIONS AND COVENANTS OF THE SELLER		9
Section 6.01 Best Efforts		9
Section 6.02 Confidentiality		9
Section 6.03 Compliance with Transfer Requirements		10
Section 6.04 Information for Applications and Statements		10
Section 6.05 Required Acts		10
Section 6.06 Prohibited Acts		10
Section 6.07 Untrue Representations		11
Section 6.08 Litigation and Claims		11
ARTICLE VII. OBLIGATIONS AND COVENANTS OF THE PURCHASER		11
Section 7.01 Best Efforts		11

 

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Section 7.02 Confidentiality		12
Section 7.03 Information for Applications and Statements		12
Section 7.04 Untrue Representations		12
Section 7.05 Litigation and Claims		12
Section 7.06 Non Solicitation		12
Section 7.07 Purchaser Deposit		13
ARTICLE VIII. SURVIVAL OF REPRESENTATIONS, WARRANTIES, AGREEMENT AND OBLIGATIONS;
INDEMNIFICATION		13
Section 8.01 Survival		13
Section 8.02 Indemnification by the Seller and OSB		13
Section 8.03 Indemnification by the Purchaser		14
Section 8.04 Control of Litigation		14
ARTICLE IX. TERMINATION AND ABANDONMENT		16
Section 9.01 Right of Termination		16
Section 9.02 Notice of Termination		17
Section 9.03 Effect of Termination		17
Section 9.04 Termination Fee		17
ARTICLE X. MISCELLANEOUS		17
Section 10.01 Notices		17
Section 10.02 Entire Agreement		18
Section 10.03 GOVERNING LAW		18
Section 10.04 Severability		18
Section 10.05 Attorneys’ Fees and Costs		19
Section 10.06 Specific Performance		19
Section 10.07 Multiple Counterparts		19
Section 10.08 Rules of Construction		19
Section 10.09 Commissions		19
Section 10.10 Binding Agreement; No Assignment		19
Section 10.11 Time Is Of The Essence		20
Section 10.12 Publicity		20

 

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STOCK PURCHASE AGREEMENT

 

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 5 th day of August, 2004, by and between WILSHIRE STATE BANK, a California state chartered bank (the “Purchaser”) and OSB FINANCIAL SERVICES, INC., a Texas corporation (the “Seller”), and joined in by OSB DELAWARE FINANCIAL SERVICES, INC., a Delaware corporation (the “Delaware Company”), and Orange Savings Bank, SSB, a Texas state savings bank (“OSB”).

 

W I T N E S S E T H:

 

WHEREAS, the Purchaser is a California state bank with its principal offices in Los Angeles, California;

 

WHEREAS, the Seller is a Texas corporation and registered bank holding company with its principal offices in Orange, Texas;

 

WHEREAS, the Seller owns all of the issued and outstanding shares of common stock of the Delaware Company;

 

WHEREAS, the Delaware Company is a Delaware corporation and registered bank holding company with its principal offices in Dover, Delaware;

 

WHEREAS, Seller indirectly owns, through the Delaware Company, all of the issued and outstanding shares of common stock of OSB, and all of the issued and outstanding shares of common stock (individually, a “Share,” and collectively, the “Shares”) of Orange Savings Bank of Texas, SSB, a Texas state savings bank with its principal offices located in Mauriceville, Texas (“OSBOT”);

 

WHEREAS, the Seller desires to cause the Delaware Company to sell the Shares for cash and the Purchaser desires to purchase the Shares from the Seller through the Delaware Company on the terms and conditions contained herein (the “Stock Acquisition”). Upon completion of the Stock Acquisition, the Purchaser shall be entitled to immediately engage in banking business in the State of Texas;

 

WHEREAS, the Stock Acquisition transaction contemplated by this Agreement is part of a series of integrated transactions by and among the Purchaser, the Seller, the Delaware Company, OSBOT and OSB, which other transactions include the affiliate merger of OSBOT with and into OSB with each of OSBOT and OSB surviving the merger (the “Affiliate Merger Transaction”), OSB’s establishment of branches at the former locations of OSBOT, the relocation by OSBOT of its domicile or main office to a location to be determined by the Purchaser in the city limits of Dallas, Texas, and the merger of OSBOT with and into Purchaser (the Affiliate Merger Transaction, the establishment of branches by OSB, and the relocation of the domicile or head office of OSBOT in the city limits of Dallas, Texas are herein described as the “Related Transactions”), which Related Transactions will be consummated in conjunction with the Closing (as herein defined) of the Stock Acquisition as well as any other transactions described in this Agreement; and

 

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WHEREAS, the Delaware Company joins this Agreement and appoints the Seller to act on its behalf in consummating the Stock Acquisition Transaction.

 

NOW, THEREFORE, for and in consideration of the foregoing and of the mutual representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the conditions set forth below, the parties, intending to be legally bound, undertake, promise, covenant and agree with each other as follows:

 

ARTICLE I.
PURCHASE AND SALE OF THE SHARES

 

Section 1.01           Acquisition of the Shares . On the terms and subject to the conditions contained in this Agreement, the Purchaser hereby agrees to purchase and the Seller hereby agrees to sell, convey, transfer and assign the Shares to the Purchaser, free and clear of all liens, security interests, pledges, encumbrances, buy-sell agreements, preemptive rights and adverse claims of every kind and character whatsoever.

 

Section 1.02           Purchase Price . As consideration for the sale of the Shares, the Purchaser shall pay the Seller the aggregate amount of $3,205,000 (the “Purchase Price”) in cash at the Closing, after consummation of the Related Transactions. At Closing, the Seller shall ensure that OSBOT has Retained Assets (as defined in Section 2.06) with a fair market value equal to $3,500,000, which shall include $500,000 in deposits made by the Purchaser or any of its related entities on or prior to the Closing Date (as defined below).

 

Section 1.03           Closing and Closing Date . The Stock Acquisition provided for in this Agreement shall be consummated at a closing (the “Closing”) to be held at a time and place mutually agreed upon by the Seller, and the Purchaser, which date (the “Closing Date”) shall be not later than ten (10) days following the receipt of all necessary regulatory, corporate and other approvals necessary for the consummation of the transactions contemplated in this Agreement and the Related Transactions (as required by Section 2.03 and Section 3.03 of this Agreement) and the expiration of any mandatory waiting periods.

 

Section 1.04           Actions to be Taken at the Closing by the Seller . At the Closing, after the consummation of the Related Transactions, the Seller shall execute and acknowledge (as appropriate) and deliver to the Purchaser such documents and certificates necessary to carry out the terms and provisions of this Agreement, including the following (all of such actions constituting conditions precedent to the Purchaser’s obligations to consummate hereunder):

 

A.            Certificates evidencing and representing the Shares, duly endorsed in blank or accompanied by stock powers executed in blank. The Shares shall be delivered to the Purchaser free and clear of any and all liens, pledges, security interests, encumbrances, buy-sell agreements, preemptive rights and adverse claims of every kind and character whatsoever.

 

B.            A certificate, dated as of the Closing Date, executed by the appropriate officers of the Seller, pursuant to which the Seller shall certify that all of the

 

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representations and warranties made in ARTICLE IV of this Agreement are true and correct in all material respects on and as of the Closing Date as if made on such date.

 

C.            Charter of OSBOT and authenticated copies of all corporate books and records, including, without limitation, the minute books and stock transfer records, and any other relevant authenticated documents of OSBOT.

 

D.            The written resignation of all executive officers and directors of OSBOT.

 

Section 1.05           Actions to be Taken at the Closing by the Purchaser . At the Closing, after the consummation of the Related Transactions, the Purchaser shall deliver to the Seller the Purchase Price for the Shares by one or more wire transfers.

 

Section 1.06           Further Assurances . At any time and from time to time after the Closing, at the request of any party to this Agreement arid without further consideration, any party so requested shall execute and deliver such other instruments and take such other actions as the requesting party may reasonably deem necessary or desirable in order to effect the transactions contemplated hereby.

 

ARTICLE II.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

 

All obligations of the Purchaser are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by the Purchaser.

 

Section 2.01           Compliance with Representations, Warranties and Agreements . All representations and warranties made by the Seller in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if such representations and warranties were made at and as of the Closing. The Seller shall have performed or complied in all material respects with all agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by the Seller prior to or at the Closing.

 

Section 2.02           Proceedings and Documents . All actions, proceedings, instruments and documents required to effectuate this Agreement or incidental hereto shall be satisfactory in substance and form to the Purchaser, and the Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request, including certified copies of all resolutions authorizing this Agreement and the transactions contemplated herein.

 

Section 2.03           Governmental and Regulatory Approvals . The Purchaser and Seller shall have obtained all governmental and regulatory approvals and consents necessary for the consummation of the transactions described in this Agreement on terms and conditions satisfactory to the Purchaser. Such approvals include, without limitation, the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) for the Purchaser to

 

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acquire control of OSBOT and for OSBOT to move its domicile to Dallas, Texas and to engage in the business of banking at such location and any other location in Texas thereafter.

 

Section 2.04           Closing of the Related Transactions . OSB and OSBOT shall have executed an Agreement and Plan of Merger (the “Affiliate Merger Agreement”) substantially in the form attached hereto as Exhibit A and shall have obtained the approval of the Texas Savings and Loan Department (the “S&L Department”) for the Affiliate Merger Transaction contemplated therein. Furthermore, the Purchaser and Seller shall have obtained (or caused OSBOT to obtain, as applicable) the approval of the S&L Department for OSBOT to relocate its head office or domicile to a location in the city limits of Dallas, Texas, designated by the Purchaser and for the establishment of a branch of OSBOT at the former main office location. The Seller shall have caused OSB to obtain the approval of the S&L Department for the establishment of branches of OSB at the former offices of OSBOT. The Related Transactions shall have been consummated prior to the Closing of the transactions contemplated by this Agreement.

 

Section 2.05           No Litigation . No action shall have been taken, and no statute, rule, regulation or order shall have been promulgated, enacted, entered, enforced or deemed applicable to this Agreement or the transactions contemplated hereby by any governmental authority or by any court, including the entry of a preliminary or permanent injunction, that would (a) make this Agreement or the transactions contemplated hereby illegal, invalid or unenforceable, (b) require the divestiture of a material portion of the assets of the Purchaser or OSBOT, except as contemplated by the Related Transactions, (c) impose material limits in the ability of any party to this Agreement to consummate the Agreement or the transactions contemplated hereby, or (d) if this Agreement or the transactions contemplated hereby are consummated, subject the Purchaser or any officer, director, shareholder or employee of the Purchaser to criminal or civil liability. No action or proceeding before any court or governmental authority shall be threatened, instituted or pending that would reasonably be expected to result in any of the consequences referred to in clauses (a) through (d) above.

 

Section 2.06           Retained Assets . The assets of OSBOT on the Closing Date, after consummation of the Related Transactions, shall consist entirely of cash (collectively, “Retained Assets”) in an amount equal to $3,500,000, which shall include $500,000 in deposits made by the Purchaser or any of its related entities on or prior to the Closing Date.

 

ARTICLE III.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER

 

All obligations of the Seller under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by the Seller:

 

Section 3.01           Compliance with Representations, Warranties and Agreements . All representations and warranties made by the Purchaser in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if such representations and warranties were made at and as of the

 

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Closing. The Purchaser shall have performed or complied in all material respects with all agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by the Purchaser prior to or at the Closing.

 

Section 3.02           Proceedings and Documents . All actions, proceedings, instruments and documents required to effectuate this Agreement or incidental hereto shall be satisfactory in substance and form to the Seller, and the Seller shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request, including certified copies of all proceedings authorizing this Agreement and the transactions contemplated hereby.

 

Section 3.03           Governmental and Regulatory Approvals . The Purchaser and Seller shall have obtained all governmental and regulatory approvals and consents necessary for the consummation of the transactions described in this Agreement on terms and conditions satisfactory to the Seller. Such approvals include, without limitation, the approval of the Federal Reserve for the Purchaser to acquire control of OSBOT and for OSBOT to move its domicile to Dallas, Texas and to engage in the business of banking at such location and any other location in Texas thereafter.

 

Section 3.04           Closing of the Related Transactions . OSB and OSBOT shall have executed the Affiliate Merger Agreement substantially in the form attached hereto as Exhibit A and shall have obtained the approval of the Texas Savings and Loan Department (the “S&L Department”) for the Affiliate Merger Transaction contemplated therein. Furthermore, the Purchaser and Seller shall have obtained (or caused OSBOT to obtain, as applicable) the approval of the S&L Department for OSBOT to relocate its head office or domicile to a location in the city limits of Dallas, Texas, designated by the Purchaser and for the establishment of a branch of OSBOT at the former main office location. The Seller shall have caused OSB to obtain the approval of the S&L Department for the establishment of branches of OSB at the former offices of OSBOT. The Related Transactions shall have been consummated prior to the Closing of the transactions contemplated by the Agreement.

 

Section 3.05           Deposit . The Purchaser or any of its related entities shall have deposited $500,000 into a depository account at OSBOT.

 

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE SELLER

 

The Seller hereby makes the following representations, warranties and covenants to the Purchaser on behalf of itself and of the Delaware Company as of the date of this Agreement and as of the Closing Date.

 

Section 4.01         Ownership of the Shares . The Seller represents and warrants that it is the sole shareholder of the Delaware Company, and that the Delaware Company is the sole record and beneficial owner of the Shares. The Delaware Company has good and marketable title to the Shares and, on the Closing Date, shall have the absolute right to sell, assign and transfer the Shares free and clear of all liens, security interests, pledges, encumbrances, buy-sell agreements, preemptive rights or adverse claims of any kind or character whatsoever. The Seller represents

 

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and warrants that upon delivery of the Purchase Price for the Shares in accordance with this Agreement, good and marketable title to such shares shall be delivered to the Purchaser.

 

Section 4.02           Organization and Qualification of the Delaware Company and the Seller . The Delaware Company is a Delaware corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and is duly organized, validly existing and in good standing under the laws of the State of Delaware and all laws, rules and regulations applicable to bank holding companies. The Seller is a Texas corporation and a registered bank holding company under the BHCA, and is duly organized, validly existing and in good standing under the laws of the State of Texas and all laws, rules and regulations applicable to bank holding companies. Each of the Delaware Company and the Seller has all requisite corporate power and authority (including all licenses, franchises, permits and other governmental authorizations as are legally required) to carry on its business as now being conducted, to own, lease and operate its properties and assets as now owned, leased or operated and to carry out its obligations under this Agreement.

 

Section 4.03           Organization and Qualification of the Bank . OSBOT is a Texas state savings bank, duly organized, validly existing and in good standing under the laws of the State of Texas and all laws, rules and regulations applicable to Texas state savings banks. OSBOT has all requisite corporate power and authority (including all licenses, franchises, permits and other governmental authorizations as are legally required) to carry on its business as now being conducted, to own, lease and operate its properties and assets as now owned, leased or operated.

 

Section 4.04           Authority and Enforceability . The Seller has full legal capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).

 

Section 4.05           No Breach of Contract . Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, nor the fulfillment of the terms hereof, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under the Articles or Bylaws of the Seller or OSBOT or of any material agreement, indenture, instrument, lien, charge, encumbrance or undertaking to which any of the Seller or OSBOT is a party or by which any of the properties of the Seller or OSBOT may be bound or affected, and does not cause any lien, charge or other encumbrance to be created or imposed upon any such properties by reason thereof.

 

Section 4.06           Bank Capitalization . The entire authorized capital stock of OSBOT consists solely of 10,000,000 shares of common stock, par value $1.00 per share, of which 1,261,152 shares are issued and outstanding. There are no (i) other outstanding equity securities of any kind or character, (ii) outstanding subscriptions, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind issued or granted by, or binding upon, OSBOT to (A) purchase or otherwise acquire any security of or equity interest in OSBOT

 

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or (B) issue any shares of, restricting the transfer of or otherwise relating to shares of OSBOT’s capital stock. All Shares have been duly authorized, validly issued and are fully paid and nonassessable, and have not been issued in violation of the securities laws of the United States or any other applicable jurisdiction or in violation of the preemptive rights of any person.

 

Section 4.07           Compliance with Applicable Laws . OSBOT is not in material violation of its Articles or Bylaws, any applicable law, statute or regulation of any governmental agency, board, bureau or body relating to the conduct of its business and maintenance and operation of its properties or in violation or default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority, any license or regulation of any governmental agency, or in material default under any indenture, mortgage, lease, agreement or other instrument under which OSBOT is obligated, which violation or default, respectively, would result in a continuing liability of OSBOT that will not be assumed by OSB as part of the Related Transactions.

 

Section 4.08           No Consents Necessary . Except for such consents and approvals as the Purchaser and the Seller shall attempt to obtain as described in Section 2.03 and Section 3.03 of this Agreement, no consent, approval or order of any governmental or administrative board or body is required for the execution and delivery by the Seller of this Agreement and the delivery of the certificates representing the Shares.

 

Section 4.09           Filing of Tax Returns . OSBOT has filed or caused to be filed all tax returns required by law to be filed and has paid all taxes that OSBOT believes in good faith were due and payable before they have become delinquent. There is no proposed tax assessment against OSBOT. The amounts set up as provisions for current or deferred taxes on the financial statements are sufficient for the payment of all unpaid taxes (including any interest or penalties) of or on behalf of OSBOT applicable to the periods covered by the financial statements, and all years and periods prior thereto. No income tax liability of OSBOT has been asserted by the Internal Revenue Service or Texas Comptroller of Public Accounts for taxes in excess of those already paid.

 

Section 4.10           Books and Records . The minute books, stock certificate books and stock transfer ledgers of OSBOT, respectively, are complete and correct in all material respects, and there have been no transactions involving the business of OSBOT that were required to have been set forth therein and that have not been accurately so set forth.

 

Section 4.11           Regulatory Compliance . All reports, records and other documents or information required to be filed by OSBOT with any regulatory authority, including, without limitation, the FDIC, the S&L Department and the Internal Revenue Service, have been duly and timely filed, and all information and data contained in such reports, records or other documents is true, accurate and correct.

 

Section 4.12           Litigation; Lender Liability . Except as disclosed on Schedule 4.12 , there is no action, lawsuit, claim, proceeding or investigation pending, or threatened against OSBOT or affecting OSBOT at law or in equity, or by or before any Federal, state, local or other governmental department, commission, board, agency or instrumentality, including without

 

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limitation any actions involving claims against OSBOT or its respective officers or directors. OSBOT is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality. Except as disclosed on Schedule 4.12, OSBOT is not presently engaged in any legal action as a defendant against a claim or counterclaim and is not presently engaged in any legal action to recover moneys due to it or damages sustained by it other than as a plaintiff in the normal course of OSBOT’s business.

 

Section 4.13           Insurance . Set forth on Schedule 4.13 is an accurate and complete list of all policies of insurance, including fidelity and bond insurance, of the Seller and its subsidiaries.

 

Section 4.14           Undisclosed Liabilities . Except for those liabilities expressly retained by OSBOT under the Affiliate Merger Agreement, on the Closing Date, OSBOT will have no other liabilities, debts or other obligations.

 

Section 4.15           Environmental Compliance . There are no hazardous materials in, on, underneath or around any real property owned or leased by OSBOT. Neither the Seller, OSBOT nor OSB has received any report or notice from any third party indicating or suggesting that there exists, or may exist, hazardous materials in, on, underneath or around any real property owned or leased by OSBOT. Neither the Seller, OSBOT nor OSB has any knowledge of any notice of violations of the city, county, state, federal, building, zoning, fire, health codes or ordinances, or other governmental regulations filed or issued against any real property owned or leased by OSBOT.

 

Section 4.16           Employee Benefit Plans . After the Closing, the Purchaser shall have no liability to any person (including without limitation, the Department of Labor, Internal Revenue Service and the Pension Benefit Guaranty Corporation) under or with respect to any Employee Benefit Plan of OSBOT. For purposes of this Agreement, the term “Employee Benefit Plans” means (i) all retirement and deferred compensation plans, including defined benefit, 401(k), savings, thrift, profit sharing, money purchase pensions, ESOP, Simplified Employee Pension and nonqualified deferred compensation plans (e.g., deferred bonus plans, elective deferral plans and supplemental executive plans), (ii) all welfare plans, including life, health, accident, Accidental Death & Dismemberment, dental, vision, disability (long and short term), hospitalization, cafeteria, sick pay policies, unemployment reimbursement other than under state law, and severance pay, (iii) retiree benefits, including medical benefits, (iv) employment agreements and independent contractor arrangements, and (v) stock option plans and (vi) other employee benefits including vacation policies, personal day and noncash arrangements.

 

ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

 

Section 5.01 Organization and Qualification of the Purchaser. The Purchaser is a California state banking association and is duly organized, validly existing and in good standing under the laws of the State of California and all laws, rules and regulations applicable to California state banking associations. The Purchaser has all requisite corporate power and authority (including all licenses, franchises, permits and other governmental authorizations as are legally required) to carry on its business as now being conducted, to own, lease and operate its

 

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