EXHIBIT 2(c)
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of September 16, 1996, by and between
PennFirst Bancorp, Inc. ("PennFirst"), a Pennsylvania corporation
headquartered in Ellwood City, Pennsylvania, and certain stockholders of Xxxx
Xxxx Bancorp, Inc. ("THB"), a Pennsylvania corporation headquartered in
Pittsburgh, Pennsylvania, named on Schedule I hereto (collectively the
"Stockholders").
WHEREAS, PennFirst and THB have entered into an Agreement and Plan of
Reorganization, dated as of the date hereof ("Agreement"), which is being
executed simultaneously with the execution of this Stockholders Agreement
("Stockholders Agreement") and provides for, among other things, PennFirst's
acquisition of THB ("Agreement"), by means of a merger of THB with and into
PennFirst ("Merger") pursuant to an Agreement of Merger which is attached as
Appendix A to the Agreement; and
WHEREAS, in order to induce PennFirst to enter into the Agreement, each
of the Stockholders agrees, among other things, to vote in favor of the
Agreement in his or her capacity as a stockholder of THB.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements set forth herein and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. OWNERSHIP OF THB COMMON STOCK. Each Stockholder represents and warrants
that he or she has or shares the right to vote and dispose of the number of
shares of common stock of THB, par value $.01 per share ("THB Common Stock"),
set forth opposite such Stockholder's name on Schedule I hereto.
2. AGREEMENTS OF THE STOCKHOLDERS. Each Stockholder covenants and agrees
that:
(a) such Stockholder shall, at any meeting of THB's stockholders
called for the purpose ("THB Stockholder Meeting"), vote, or cause to be
voted, all shares of THB Common Stock in which such stockholder has the
right to vote (whether owned as of the date hereof or hereafter
acquired) in favor of the Agreement and the related Agreement of Merger
and against any plan or proposal pursuant to which THB or any subsidiary
thereof is to be acquired by or merged with, or pursuant to which THB or
any subsidiary thereof proposes to sell all or substantially all of its
assets and liabilities to, any person, entity or group (other than
PennFirst or any affiliate thereof);
(b) such Stockholder shall, at a THB Stockholder Meeting, use his
or her best efforts to have each member of his or her immediate family
who owns THB Common Stock vote, or cause to be voted, all shares of THB
Common Stock in
which such immediate family member has the right to vote (whether owned
as of the date hereof or hereinafter acquired) in favor of the Agreement
and related Agreement of Merger and against any plan or proposal
pursuant to which THB or any subsidiary thereof is to be acquired or
merged with, or pursuant to which THB or any subsidiary thereof proposes
to sell all or substantially all of its assets and liabilities to any
person, entity or group (other than PennFirst or any affiliate thereof);
(c) such Stockholder shall not, prior to the final voting record
date established in connection with the THB Stockholder Meeting, sell,
pledge, transfer or otherwise dispose of his shares of THB Common Stock;
(d) such Stockholder shall use his best efforts to cause THB to
comply with the covenants made by THB in the Agreement, to consummate
the Merger and the other transactions contemplated by the Agreement and
the related Agreement of Merger;
(e) such Stockholder shall not in his capacity as a stockholder of
THB directly or indirectly encourage or solicit or hold discussions or
negotiations with, or provide any information to, any person, entity or
group (other than PennFirst or an affiliate thereof) concerning any
merger, sale of substantial assets or liabilities not in the ordinary
course of business, sale of shares of capital stock or similar
transactions involving THB or any subsidiary thereof (provided that
nothing herein shall be deemed to affect the ability of any Stockholder
to fulfill his duties as a director or officer of THB); and
(f) such Stockholder shall use his best efforts to take or cause
to be taken all action, and to do or cause to be done all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the agreements contemplated by this
Stockholders Agreement.
3. CERTAIN TRANSFERS. In the event of any transfer of shares of THB Common
Stock by operation of law, this Stockholders Agreement shall be binding upon
and inure to the benefit of the transferee. Any transfer or other
disposition of shares of THB Common Stock in violation of Section 2 hereof
shall be null and void.
4. TERMINATION. The parties agree and intend that this Stockholders
Agreement be a valid and binding agreement enforceable against the parties
hereto and that damages and other remedies at law for the breach of this
Stockholders Agreement are inadequate. This Stockholders Agreement may be
terminated at any time prior to the consummation of the Merger by mutual
written consent of the parties hereto and shall be automatically terminated
in the event that the Agreement is terminated in accordance with its terms.
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5. NOTICES. Notices may be provided to PennFirst and the Stockholders in
the manner specified in Section 7.03 of the Agreement, with all notices to
the Stockholders being provided to them at THB in the manner specified in
such section.
6. GOVERNING LAW. This Stockholders Agreement shall be governed by the
laws of the Commonwealth of Pennsylvania, without giving effect to the
principles of conflicts of laws thereof.
7. COUNTERPARTS. This Stockholders Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same and each
of which shall be deemed an original.
8. HEADINGS AND GENDER. The Section headings contained herein are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Stockholders Agreement. Use of the masculine gender
herein shall be considered to represent the masculine, feminine or neuter
gender whenever appropriate.
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IN WITNESS WHEREOF, PennFirst, by a duly authorized officer, and each of
the Stockholders have caused this Stockholders Agreement to be executed as of
the day and year first above written.
PENNFIRST BANCORP, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
STOCKHOLDERS:
--------------------------------------
Xxxxx X. Xxxxxx
/s/ Ellry X. Xxxxx
--------------------------------------
Ellry X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxx
--------------------------------------
Xxxxxxxx X. Xxxx
/s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
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SCHEDULE I
Number of Shares of THB
Common Stock
Name of Stockholder Beneficially Owned
-------------------- ------------------------
Xxxxxxx X. Xxxxx 12,246
Ellry X. Xxxxx 22,079
Xxxxxxxx X. Xxxx 8,243
Xxxxx X. Xxxxxx 2,578
Xxxxxxx X. Xxxxxxx 7,605
Xxxxxx X. Xxxxxx 7,346
Xxxxx X. Xxxxxx 9,681
Xxxxx X. Xxxxxx 9,496
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