WSFS Financial Corp Sample Contracts

GUARANTEE AGREEMENT
Guarantee Agreement • June 4th, 1998 • WSFS Financial Corp • National commercial banks • Delaware
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TRUST AGREEMENT
Trust Agreement • June 4th, 1998 • WSFS Financial Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • June 4th, 1998 • WSFS Financial Corp • National commercial banks • Delaware
EMPLOYMENT AGREEMENT WITH MARVIN N. SCHOENHALS 1997 Amendment
Employment Agreement • March 27th, 1998 • WSFS Financial Corp • National commercial banks
WSFS FINANCIAL CORPORATION, AS ISSUER AND AS TRUSTEE INDENTURE DATED AS OF [________________, _______] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE
Indenture • December 18th, 2019 • WSFS Financial Corp • National commercial banks • Delaware

THIS INDENTURE, dated as of [_________________] between WSFS Financial Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and [_________________], as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

EXHIBIT 2
Employment Agreement • March 28th, 1997 • WSFS Financial Corp • National commercial banks
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Indenture • June 4th, 1998 • WSFS Financial Corp • National commercial banks • Delaware
WSFS Financial Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • August 21st, 2012 • WSFS Financial Corp • National commercial banks • New York

WSFS FINANCIAL CORPORATION, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), $55,000,000 principal amount of its 6.25% Senior Notes (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an Indenture and a supplemental indenture each to be dated as of August 27, 2012 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).

WSFS Financial Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • June 13th, 2016 • WSFS Financial Corp • National commercial banks • New York

WSFS FINANCIAL CORPORATION, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), $100,000,000 principal amount of its 4.50% Fixed-to-Floating Rate Senior Notes (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an Indenture, dated August 27, 2012, and a supplemental indenture to be dated as of June 13, 2016 (collectively, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).

WSFS Financial Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • December 8th, 2020 • WSFS Financial Corp • National commercial banks • New York

WSFS FINANCIAL CORPORATION, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein (the “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Piper Sandler & Co. is acting as representative (the “Representative”), $150,000,000 principal amount of its 2.75% Fixed-to-Floating Rate Senior Notes (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an Indenture, dated August 27, 2012, and a supplemental indenture to be dated as of December 8, 2020 (collectively, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).

WSFS FINANCIAL CORPORATION, as Issuer INDENTURE Dated as of August 27, 2012 U.S. BANK NATIONAL ASSOCIATION, as Trustee SENIOR DEBT SECURITIES
Indenture • August 27th, 2012 • WSFS Financial Corp • National commercial banks • New York

INDENTURE, dated as of August 27, 2012, between WSFS Financial Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

SECOND SUPPLEMENTAL INDENTURE (Royal Bancshares Capital Trust I)
Supplemental Indenture • February 28th, 2023 • WSFS Financial Corp • National commercial banks • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 1, 2022 (the “Effective Date”), is by and among The Bank of New York Mellon Trust Company, N.A. (herein, together with its successors in interest, the “Trustee”), WSFS Financial Corporation, a Delaware corporation (the “Successor Company”), and Bryn Mawr Bank Corporation, a Pennsylvania corporation, successor in interest to Royal Bancshares of Pennsylvania, Inc. (the “Company”) and the “Company” under the Indenture (as hereinafter defined).

VOTING AGREEMENT
Voting Agreement • August 8th, 2018 • WSFS Financial Corp • National commercial banks • Delaware

This VOTING AGREEMENT, dated as of [●], 2018 (this “Agreement”), by and among WSFS Financial Corporation (“WSFS”), a Delaware corporation, Beneficial Bancorp, Inc. (“Beneficial”), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the “Stockholder”) of Beneficial.

1,200,000 Shares WSFS Financial Corporation Common Stock, $.01 par value per share UNDERWRITING AGREEMENT
Underwriting Agreement • August 9th, 2010 • WSFS Financial Corp • National commercial banks • New York

WSFS FINANCIAL CORPORATION, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of 1,200,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 170,000 additional shares (the “Optional Shares”) of the common stock, $.01 par value per share (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN WSFS FINANCIAL CORPORATION AND ALLIANCE BANCORP, INC. OF PENNSYLVANIA Dated as of March 2, 2015
Agreement and Plan of Reorganization • March 6th, 2015 • WSFS Financial Corp • National commercial banks • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of March 2, 2015, by and between WSFS Financial Corporation (“WSFS”), a Delaware corporation, and Alliance Bancorp, Inc. of Pennsylvania (“Alliance”), a Pennsylvania corporation.

Contract
Second Supplemental Indenture • February 28th, 2023 • WSFS Financial Corp • National commercial banks • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 1, 2022 is among U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), WSFS Financial Corporation, a Delaware corporation (the “Successor Company”), and Bryn Mawr Bank Corporation, a Pennsylvania corporation (“Bryn Mawr”) and the “Company” under the Indenture (defined below).

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Contract
First Supplemental Indenture • February 28th, 2023 • WSFS Financial Corp • National commercial banks • New York

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 1, 2022, is among U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), WSFS Financial Corporation, a Delaware corporation (the “Successor Company”), Bryn Mawr Bank Corporation, a Pennsylvania corporation (“Bryn Mawr”) and the “Company” under the Indenture (defined below).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN WSFS FINANCIAL CORPORATION AND BRYN MAWR BANK CORPORATION Dated as of March 9, 2021
Agreement and Plan of Merger • March 10th, 2021 • WSFS Financial Corp • National commercial banks

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 9, 2021, by and between WSFS Financial Corporation (“WSFS”), a Delaware corporation, and Bryn Mawr Bank Corporation (“Bryn Mawr”), a Pennsylvania corporation.

VOTING AGREEMENT
Voting Agreement • March 10th, 2021 • WSFS Financial Corp • National commercial banks • Delaware

This VOTING AGREEMENT, dated as of March [9], 2021 (this “Agreement”), by and among WSFS Financial Corporation (“WSFS”), a Delaware corporation, Bryn Mawr Bank Corporation (“Bryn Mawr”), a Pennsylvania corporation, and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of Bryn Mawr in the Shareholder’s capacity as a shareholder of Bryn Mawr, and not in his or her capacity as a director or officer of Bryn Mawr, as applicable.

AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN WSFS FINANCIAL CORPORATION AND BENEFICIAL BANCORP, INC. Dated as of August 7, 2018
Agreement and Plan of Reorganization • August 8th, 2018 • WSFS Financial Corp • National commercial banks • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of August 7, 2018, by and between WSFS Financial Corporation (“WSFS”), a Delaware corporation, and Beneficial Bancorp, Inc. (“Beneficial”), a Maryland corporation.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 30th, 2010 • WSFS Financial Corp • National commercial banks • Delaware

THIS STOCK PURCHASE AGREEMENT, dated June 24, 2010 (this “Agreement”), is made by and among WSFS Financial Corporation, a Delaware corporation (“Buyer”) and National Penn Bancshares, Inc., a Pennsylvania corporation (“Seller”). Buyer and Seller are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Between WSFS FINANCIAL CORPORATION (as Guarantor)
Trust Preferred Securities • November 20th, 1998 • WSFS Financial Corp • National commercial banks • New York
WSFS FINANCIAL CORPORATION, Company and THIRD SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 8, 2020 TO INDENTURE DATED AS OF AUGUST 27, 2012 Relating To
Supplemental Indenture • December 8th, 2020 • WSFS Financial Corp • National commercial banks • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of December 8, 2020 (this “Third Supplemental Indenture”), to the Base Indenture (defined below) between WSFS Financial Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

ATTACHMENT A
Attachment A • April 2nd, 2001 • WSFS Financial Corp • National commercial banks • Delaware
EXECUTIVE CONSENT TO ADDENDUMS OR AMENDMENTS TO COMPENSATION ARRANGEMENTS
WSFS Financial Corp • January 23rd, 2009 • National commercial banks

Agreement (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

WSFS FINANCIAL CORPORATION, as Issuer INDENTURE Dated as of _______ ____, 201__ U.S. Bank National Association, as Trustee SENIOR DEBT SECURITIES
Indenture • August 9th, 2012 • WSFS Financial Corp • National commercial banks • New York

executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person and another Officer of such Person.

WSFS FINANCIAL CORPORATION NON-PLAN STOCK OPTION AGREEMENT
Option Agreement • July 2nd, 2013 • WSFS Financial Corp • National commercial banks • Delaware

WSFS Financial Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Non-Plan Stock Option (the “Grant Notice”) to which this Non-Plan Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has not been granted pursuant to the WSFS Financial Corporation 2005 Incentive Plan (the “Plan”). However, as set forth below, unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meaning set forth in the Plan (the “Applicable Plan Provisions”). In addition, the Option is subject to the approval of the Company’s stockholders. For this purpose, stockholder approval means the approval of stockholders of the Company as set forth in Section 162(m) of the Code. Notwithstanding anything in this Option Agreement or the Grant Notice to the contrary, if stockholder approval o

WSFS FINANCIAL CORPORATION, Company and U.S. BANK NATIONAL ASSOCIATION, Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 27, 2012 TO INDENTURE DATED AS OF AUGUST 27, 2012 Relating To 6.25% Senior Notes due 2019
Indenture • August 27th, 2012 • WSFS Financial Corp • National commercial banks • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of August 27, 2012 (the “Supplemental Indenture”), to the Base Indenture (defined below) between WSFS Financial Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

WSFS FINANCIAL CORPORATION, as Issuer INDENTURE Dated as of _______ ____, 201__ as Trustee SENIOR DEBT SECURITIES
Indenture • August 15th, 2012 • WSFS Financial Corp • National commercial banks • New York

INDENTURE, dated as of _______ ___, 2012, between WSFS Financial Corporation, a Delaware corporation (the “Company”), and ________________________ , as Trustee (the “Trustee”).

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