EXHIBIT "99.1"
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated September 15, 1995 is
entered into by and between State Street Boston Corporation, a
Massachusetts corporation with its principal offices located at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Seller")
and Xxxxxxxxx Financial Corporation, a Missouri corporation
with its principal offices located at 0000 Xxxx Xxxxxx, Xxxxx
000, Xxxxxx Xxxx, Xxxxxxxx 00000 (the "Buyer").
WHEREAS, the Seller is the owner of 233,626 fully paid and
non-assessable shares of common stock of UMB Financial Corpora-
tion (the "Shares"); and
WHEREAS, the Seller wishes to sell to the Buyer, and the
Buyer wishes to purchase from the Seller, the 233, 626 shares
of common stock of UMB Financial Corporation upon the terms and
conditions as set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Sale of the Shares.
a. Sale. On September 20, 1995, the Seller shall
sell the Shares to the Buyer at a price of $39.00 per
share (or $9,111,414.00) in the aggregate) and the Buyer
shall purchase the Shares from the Seller for such price
on that date.
b. Trade Execution. On September 20, 1995, the
Buyer shall pay to the Seller the aggregate purchase price
for the Shares in immediately available funds by wire
transfer to a bank account designated by the Seller.
Simultaneously with the delivery of immediately available
funds as set forth in the preceding sentence, the Seller
shall execute all documents necessary to effect the
transfer of the Shares to the Buyer which shares shall be
free and clear of any and all liens, claims, charges and
encumbrances of any kind whatsoever created or suffered by
Seller, excepting any such liens or claims which arise
under applicable federal or state securities laws.
2. Representations and Warranties.
a. Seller's Representations and Warranties.
i. The Seller is a corporation duly orga-
nized, validly existing and in good standing under
the laws of the Commonwealth of Massachusetts, and
has full power and authority to carry on its busi-
ness as now conducted, and to own its assets, prop-
erty and business.
ii. All corporate and other proceedings re-
quired to be taken by or on behalf of the Seller to
authorize the Seller to enter into and carry out
this Agreement have been duly and properly taken,
and this Agreement has been duly executed and deliv-
ered by Seller, and constitutes a legal, valid and
binding agreement of Seller.
iii. The execution and delivery of this Agree-
ment and the consummation of the transactions con-
templated hereby do not and will not result in a
default under, or violate, the Articles or By-Laws
of the Seller, or any agreement to which Seller is a
party or any law or regulation to which Seller is
subject.
b. Buyer's Representations and Warranties. The
Buyer hereby represents and warrants to the Seller as
follows:
i. The Buyer is a corporation duly organized,
validly existing and in good standing under the laws
of the State of Missouri, and has full power and
authority to carry on its business as now conducted,
and to own its assets, property and business.
ii. All corporate and other proceedings re-
quired to be taken by or on behalf of the Buyer to
authorize the Buyer to enter into and carry out this
Agreement have been duly and properly taken, and
this Agreement has been duly executed and delivered
by Buyer and constitutes a legal, valid and binding
agreement of Buyer.
iii. The execution and delivery of this Agree-
ment and the consummation of the transactions con-
templated hereby do not and will not result in a
default under, or violate, the Articles or By-Laws
of Buyer, or any agreement to which Buyer is a party
or any law or regulation to which Buyer is subject.
iv. The Buyer further represents and warrants to the
Seller that it intends to acquire and hold the Shares for
investment, and not with a view to the distribution
thereof, and that it will not transfer any of the Shares
in violation of the provisions of any applicable securi-
ties laws or regulations, including Rule 144 under the
Securities Act of 1933.
v. The Buyer represents and agrees that it
shall be responsible for all transfer taxes, regis-
tration fees, listing fees, and similar fees and
expenses incurred in connection with the purchase of
the Shares.
3. Regulatory Filings.
In connection with the consummation of the transaction
contemplated by this Agreement, the Buyer represents and
warrants that it has made all required or appropriate notices
and filings with all federal and state regulatory and govern-
mental authorities and has received all necessary or appropri-
ate confirmations, consents, and approvals from such federal
and state regulatory and governmental authorities. Although
the Seller shall cooperate in providing information or other
reasonable assistance in connection with any such filings and
notices, it is expressly understood and agreed that such
filings and notices, to the extent that they are triggered by
or otherwise arise by reason of the Buyer's acquisition or
proposed acquisition of the Shares, shall be the sole responsi-
bility and expense of the Buyer, and the Seller shall not be
liable for, and Buyer shall indemnify Seller with respect to,
any claims, losses, penalties or other costs or expenses which
may result from the failure to comply with any such filling or
notice requirements. In the event that any federal or state
regulatory or governmental authority shall revoke or otherwise
determine that Buyer is not permitted to consummate the
purchase of the Shares as contemplated herein, Buyer shall be
relived of any obligation to purchase the Shares under this
Agreement.
4. Miscellaneous.
a. Termination and Amendment. This Agreement may
not be terminated, nor may any provision of this Agreement
be amended, unless agreed to in writing by the parties
hereto.
b. Notices. All notices and other communications
provided for hereunder shall be in writing (including
telecopy) and, if to Seller, either mailed, telecopied,
couriered or delivered to it at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxx X. Xxxxx,
or if to Buyer, either mailed, telecopied, couriered or
delivered to it at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxxxxx. All
such notices and other communications shall, when mailed,
be effective on the first Business Day after the date of
receipt.
c. Severability. To the extent possible, each
provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law,
but if any provision is held to be invalid, illegal
or unenforceable, that provision will be ineffective only
to the extent of such invalidity, illegality or unenforce-
ability, without rendering invalid, illegal or unenforce-
able the remainder of any such provision or the remaining
provisions of this Agreement.
d. Waiver. A wavier by Seller or Buyer of any term
or provision of this Agreement will not be considered a
waiver of that term or provision at any other time, or of
any other term or provision.
e. Assignment. Neither Seller nor Buyer may assign
or transfer its rights or obligations under this Agreement
to any other person without the other party's prior
written consent.
f. Entire Agreement and Governing Law. This
Agreement constitutes the entire agreement between the
parties and supersedes any prior agreements or represen-
tations relating to the sale of the Shares and may not be
contradicted by evidence of prior, contemporaneous or
subsequent oral agreements. This Agreement shall be
governed by the laws of the Commonwealth of Massachusetts,
without regard to any applicable conflicts of laws
principles.
g. Counterparts. This Agreement may be executed in
counterparts all of which shall be considered one and the
same agreements and shall become effective when counter-
parts have been signed by each of the parties and deliv-
ered to the other party, it being understood that all
parties need not sign the same counterpart.
IN WITNESS WHEREOF, Seller and Buyer have caused this
Agreement to be duly executed as of the date first written
above.
SELLER:
STATE STREET BOSTON CORPORATION
By: /s/ XXXXX X. XXXXX
Title: Vice Chairman
BUYER:
XXXXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXXXX
Title: Chairman
