IBKC » Topics » Section 10. MISCELLANEOUS

These excerpts taken from the IBKC 8-K filed Nov 19, 2009.

ARTICLE VI — MISCELLANEOUS

6.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by a party hereto in connection with this Commercial Shared-Loss Agreement shall be borne by such party whether or not the transactions contemplated herein shall be consummated.

6.2 Successors and Assigns; Specific Performance. All terms and provisions of this Commercial Shared-Loss Agreement shall be binding upon and shall inure to the benefit of the parties hereto only; provided, however, that, Receiver may assign or otherwise transfer this Commercial Shared-Loss Agreement (in whole or in part) to the Federal Deposit Insurance Corporation in its corporate capacity without the consent of Assuming Bank. Notwithstanding anything to the contrary contained in this Commercial Shared-Loss Agreement, except as is expressly permitted in this Section 6.2, Assuming Bank may not assign or otherwise transfer this Commercial Shared-Loss Agreement (in whole or in part) without the prior written consent of the Receiver, which consent may be granted or withheld by the Receiver in its sole discretion, and any attempted assignment or transfer in violation of this provision shall be void ab initio. For the avoidance of doubt, a merger or consolidation of the Assuming Bank with and into another financial institution, the sale of all or substantially all of the assets of the Assuming Bank to another financial institution constitutes the transfer of this Commercial Shared-Loss Agreement which requires the consent of the Receive; and for a period of thirty-six (36) months after Bank Closing, a merger or consolidation shall also include the sale by any individual shareholder, or shareholders acting in concert, of more than 9% of the outstanding shares of the Assuming Bank, or of its holding company, or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Bank or its holding company or any subsidiary holding Shared-Loss Assets, in a public or private offering, that increases the number of shares outstanding by more than 9%, constitutes the transfer of this Commercial Shared-Loss Agreement which requires the consent of the Receiver. However, no Loss shall be recognized as a result of any accounting adjustments that are made due to any such merger, consolidation or sale consented to by the FDIC. The FDIC’s consent shall not be required if the aggregate outstanding principal balance of Shared-Loss Assets is less than twenty percent (20%) of the initial aggregate balance of Shared-Loss Assets. For purposes of this provision 6.2, “holding company” excludes any entity whose securities are publicly traded on a national securities exchange as defined by and registered with the Securities and Exchange Commission.

6.3 Governing Law. This Commercial Shared-Loss Agreement shall be construed in accordance with federal law, or, if there is no applicable federal law, the laws of the State of New York, without regard to any rule of conflict of law that would result in the application of the substantive law of any jurisdiction other than the State of New York.

6.4 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS COMMERCIAL SHARED-LOSS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

 

CENTURY BANK, A FEDERAL SAVINGS BANK

SARASOTA, FLORIDA

118


6.5 Captions. All captions and headings contained in this Commercial Shared-Loss Agreement are for convenience of reference only and do not form a part of, and shall not affect the meaning or interpretation of, this Commercial Shared-Loss Agreement.

6.6 Entire Agreement; Amendments. This Commercial Shared-Loss Agreement, along with the Single Family Shared-Loss Agreement and the Purchase and Assumption Agreement, including the Exhibits and any other documents delivered pursuant hereto, embody the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior representations, warranties, offers, acceptances, agreements and understandings, written or oral, relating to the subject matter herein. This Commercial Shared-Loss Agreement may be amended or modified or any provision thereof waived only by a written instrument signed by both parties or their respective duly authorized agents.

6.7 Severability. Whenever possible, each provision of this Commercial Shared-Loss Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Commercial Shared-Loss Agreement is held to be prohibited by or invalid, illegal or unenforceable under applicable law, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be prohibited, invalid, illegal or unenforceable, and the validity, legality and enforceability of the remainder of such provision and the remaining provisions of this Commercial Shared-Loss Agreement shall not in any way be affected or impaired thereby.

6.8 No Third Party Beneficiary. This Commercial Shared-Loss Agreement and the Exhibits hereto are for the sole and exclusive benefit of the parties hereto and their respective permitted successors and permitted assigns and there shall be no other third party beneficiaries, and nothing in Commercial Shared-Loss Agreement or the Exhibits shall be construed to grant to any other Person any right, remedy or claim under or in respect of this Commercial Shared-Loss Agreement or any provision hereof.

6.9 Consent. Except as otherwise provided herein, when the consent of a party is required herein, such consent shall not be unreasonably withheld or delayed.

6.10 Rights Cumulative. Except as otherwise expressly provided herein, the rights of each of the parties under this Commercial Shared-Loss Agreement are cumulative, may be exercised as often as any party considers appropriate and are in addition to each such party’s rights under the Purchase and Sale Agreement and any of the related agreements or under law. Except as otherwise expressly provided herein, any failure to exercise or any delay in exercising any of such rights, or any partial or defective exercise of such rights, shall not operate as a waiver or variation of that or any other such right.

 

CENTURY BANK, A FEDERAL SAVINGS BANK

SARASOTA, FLORIDA

119

ARTICLE VI — MISCELLANEOUS

6.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred by a party hereto in connection with this Commercial Shared-Loss Agreement shall be borne by such party whether or not the transactions contemplated herein shall be consummated.

6.2 Successors and Assigns; Specific Performance. All terms and provisions of this Commercial Shared-Loss Agreement shall be binding upon and shall inure to the benefit of the parties hereto only; provided, however, that, Receiver may assign or otherwise transfer this Commercial Shared-Loss Agreement (in whole or in part) to the Federal Deposit Insurance Corporation in its corporate capacity without the consent of Assuming Bank. Notwithstanding anything to the contrary contained in this Commercial Shared-Loss Agreement, except as is expressly permitted in this Section 6.2, Assuming Bank may not assign or otherwise transfer this Commercial Shared-Loss Agreement (in whole or in part) without the prior written consent of the Receiver, which consent may be granted or withheld by the Receiver in its sole discretion, and any attempted assignment or transfer in violation of this provision shall be void ab initio. For the avoidance of doubt, a merger or consolidation of the Assuming Bank with and into another financial institution, the sale of all or substantially all of the assets of the Assuming Bank to another financial institution constitutes the transfer of this Commercial Shared-Loss Agreement which requires the consent of the Receive; and for a period of thirty-six (36) months after Bank Closing, a merger or consolidation shall also include the sale by any individual shareholder, or shareholders acting in concert, of more than 9% of the outstanding shares of the Assuming Bank, or of its holding company, or of any subsidiary holding Shared-Loss Assets, or the sale of shares by the Assuming Bank or its holding company or any subsidiary holding Shared-Loss Assets, in a public or private offering, that increases the number of shares outstanding by more than 9%, constitutes the transfer of this Commercial Shared-Loss Agreement which requires the consent of the Receiver. However, no Loss shall be recognized as a result of any accounting adjustments that are made due to any such merger, consolidation or sale consented to by the FDIC. The FDIC’s consent shall not be required if the aggregate outstanding principal balance of Shared-Loss Assets is less than twenty percent (20%) of the initial aggregate balance of Shared-Loss Assets. For purposes of this provision 6.2, “holding company” excludes any entity whose securities are publicly traded on a national securities exchange as defined by and registered with the Securities and Exchange Commission.

6.3 Governing Law. This Commercial Shared-Loss Agreement shall be construed in accordance with federal law, or, if there is no applicable federal law, the laws of the State of New York, without regard to any rule of conflict of law that would result in the application of the substantive law of any jurisdiction other than the State of New York.

 

Orion Bank

Naples, FL

119


6.4 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS COMMERCIAL SHARED-LOSS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

6.5 Captions. All captions and headings contained in this Commercial Shared-Loss Agreement are for convenience of reference only and do not form a part of, and shall not affect the meaning or interpretation of, this Commercial Shared-Loss Agreement.

6.6 Entire Agreement; Amendments. This Commercial Shared-Loss Agreement, along with the Single Family Shared-Loss Agreement and the Purchase and Assumption Agreement, including the Exhibits and any other documents delivered pursuant hereto, embody the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior representations, warranties, offers, acceptances, agreements and understandings, written or oral, relating to the subject matter herein. This Commercial Shared-Loss Agreement may be amended or modified or any provision thereof waived only by a written instrument signed by both parties or their respective duly authorized agents.

6.7 Severability. Whenever possible, each provision of this Commercial Shared-Loss Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Commercial Shared-Loss Agreement is held to be prohibited by or invalid, illegal or unenforceable under applicable law, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be prohibited, invalid, illegal or unenforceable, and the validity, legality and enforceability of the remainder of such provision and the remaining provisions of this Commercial Shared-Loss Agreement shall not in any way be affected or impaired thereby.

6.8 No Third Party Beneficiary. This Commercial Shared-Loss Agreement and the Exhibits hereto are for the sole and exclusive benefit of the parties hereto and their respective permitted successors and permitted assigns and there shall be no other third party beneficiaries, and nothing in Commercial Shared-Loss Agreement or the Exhibits shall be construed to grant to any other Person any right, remedy or claim under or in respect of this Commercial Shared-Loss Agreement or any provision hereof.

6.9 Consent. Except as otherwise provided herein, when the consent of a party is required herein, such consent shall not be unreasonably withheld or delayed.

 

Orion Bank

Naples, FL

120


6.10 Rights Cumulative. Except as otherwise expressly provided herein, the rights of each of the parties under this Commercial Shared-Loss Agreement are cumulative, may be exercised as often as any party considers appropriate and are in addition to each such party’s rights under the Purchase and Sale Agreement and any of the related agreements or under law. Except as otherwise expressly provided herein, any failure to exercise or any delay in exercising any of such rights, or any partial or defective exercise of such rights, shall not operate as a waiver or variation of that or any other such right.

 

Orion Bank

Naples, FL

121

This excerpt taken from the IBKC 8-K filed Oct 22, 2009.

Section 10. MISCELLANEOUS

10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.

10.2. Investment Accounts. The Chief Executive Officer and such officers as he may from time to time designate are hereby authorized and empowered to open and close accounts for the Corporation with any person, partnership, or other entity for the purpose of the purchase and sale of securities of whatever type.

10.3. Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other

 

11


institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

10.4. Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to time designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5. Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign, execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments or documents in connection with the extension or repayment of any lines of credit and/or the making or repayment of any loans and investments.

10.6. Fiscal Year. The fiscal year shall be the calendar year until determined otherwise by the Board of Directors.

10.7. Seal. The corporate seal shall have inscribed thereon the name of this Corporation, the year of its organization and the words “Corporate Seal, Louisiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Failure to affix the corporate seal shall not, however, affect the validity of any instrument.

10.8. Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

This excerpt taken from the IBKC 8-K filed Sep 25, 2009.

Section 10. MISCELLANEOUS

10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.

10.2. Investment Accounts. The Chief Executive Officer and such officers as he may from time to time designate are hereby authorized and empowered to open and close accounts for the Corporation with any person, partnership, or other entity for the purpose of the purchase and sale of securities of whatever type.

10.3. Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other

 

11


institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

10.4. Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to time designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5. Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign, execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments or documents in connection with the extension or repayment of any lines of credit and/or the making or repayment of any loans and investments.

10.6. Fiscal Year. The fiscal year shall be the calendar year until determined otherwise by the Board of Directors.

10.7. Seal. The corporate seal shall have inscribed thereon the name of this Corporation, the year of its organization and the words “Corporate Seal, Louisiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Failure to affix the corporate seal shall not, however, affect the validity of any instrument.

10.8. Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

This excerpt taken from the IBKC 8-K filed Feb 19, 2009.

Section 10. MISCELLANEOUS

10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.

10.2. Investment Accounts. The Chief Executive Officer and such officers as he may from time to time designate are hereby authorized and empowered to open and close accounts for the Corporation with any person, partnership, or other entity for the purpose of the purchase and sale of securities of whatever type.

10.3. Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

 

11


10.4. Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to time designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5. Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign, execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments or documents in connection with the extension or repayment of any lines of credit and/or the making or repayment of any loans and investments.

10.6. Fiscal Year. The fiscal year shall be the calendar year until determined otherwise by the Board of Directors.

10.7. Seal. The corporate seal shall have inscribed thereon the name of this Corporation, the year of its organization and the words “Corporate Seal, Louisiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Failure to affix the corporate seal shall not, however, affect the validity of any instrument.

10.8. Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

This excerpt taken from the IBKC 8-K filed Dec 8, 2008.

Miscellaneous

5.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by either the Investor or the Company if the Closing shall not have occurred by the 30th calendar day following the Signing Date; provided, however, that in the event the Closing has not occurred by such 30 th calendar day, the parties will consult in good faith to determine whether to extend the term of this Agreement, it being understood that the parties shall be required to consult only until the fifth day after such 30th calendar day and not be under any obligation to extend the term of this Agreement thereafter; provided, further, that the right to terminate this Agreement under this Section 5.1(a) shall not be available to any party whose breach of any representation or warranty or failure to perform any obligation under this Agreement shall have caused or resulted in the failure of the Closing to occur on or prior to such date; or

(b) by either the Investor or the Company in the event that any Governmental Entity shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or

(c) by the mutual written consent of the Investor and the Company.

In the event of termination of this Agreement as provided in this Section 5.1, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except that nothing herein shall relieve either party from liability for any breach of this Agreement.

5.2 Survival of Representations and Warranties. All covenants and agreements, other than those which by their terms apply in whole or in part after the Closing, shall terminate as of the Closing. The representations and warranties of the Company made herein or in any certificates delivered in connection with the Closing shall survive the Closing without limitation.

5.3 Amendment. No amendment of any provision of this Agreement will be effective unless made in writing and signed by an officer or a duly authorized representative of each party; provided that the Investor may unilaterally amend any provision of this Agreement to the extent required to comply with any changes after the Signing Date in applicable federal statutes. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative of any rights or remedies provided by law.

5.4 Waiver of Conditions. The conditions to each party’s obligation to consummate the Purchase are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law. No waiver will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver.

 

-42-


5.5 Governing Law: Submission to Jurisdiction, Etc. This Agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Each of the parties hereto agrees (a) to submit to the exclusive jurisdiction and venue of the United States District Court for the District of Columbia and the United States Court of Federal Claims for any and all civil actions, suits or proceedings arising out of or relating to this Agreement or the Warrant or the transactions contemplated hereby or thereby, and (b) that notice may be served upon (i) the Company at the address and in the manner set forth for notices to the Company in Section 5.6 and (ii) the Investor in accordance with federal law. To the extent permitted by applicable law, each of the parties hereto hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to this Agreement or the Warrant or the transactions contemplated hereby or thereby.

5.6 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service. All notices to the Company shall be delivered as set forth in Schedule A, or pursuant to such other instruction as may be designated in writing by the Company to the Investor. All notices to the Investor shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Investor to the Company.

If to the Investor:

United States Department of the Treasury

1500 Pennsylvania Avenue, NW, Room 2312

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

5.7 Definitions

(a) When a reference is made in this Agreement to a subsidiary of a person, the term “subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity (x) of which such person or a subsidiary of such person is a general partner or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or persons performing similar functions with respect to such entity, is directly or indirectly owned by such person and/or one or more subsidiaries thereof.

 

-43-


(b) The term “Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities by contract or otherwise.

(c) The terms “knowledge of the Company” or “Company’s knowledge” mean the actual knowledge after reasonable and due inquiry of the “officers” (as such term is defined in Rule 3b-2 under the Exchange Act, but excluding any Vice President or Secretary) of the Company.

5.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, except (a) an assignment, in the case of a Business Combination where such party is not the surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of such Business Combination or the purchaser in such sale and (b) as provided in Section 4.5.

5.9 Severability. If any provision of this Agreement or the Warrant, or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

5.10 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the Company and the Investor any benefit, right or remedies, except that the provisions of Section 4.5 shall inure to the benefit of the persons referred to in that Section.

* * *

 

-44-

This excerpt taken from the IBKC 10-Q filed Aug 11, 2008.

10. Miscellaneous.

(a) The transfer of Notes may be registered and Notes may be exchanged on the Company’s books and records. The Company may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and may require a Holder to pay any transfer taxes and fees required by law. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

 

- 9 -


(b) All parties now or hereafter liable with respect to this Note, whether the Company, any guarantor, endorser, any Successor or any other Person, hereby waive diligence, presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest, or any other notice of any kind with respect thereto. No delay or omission on the part of the Holder in the exercise of any right or remedy hereunder or under the related Note Purchase/Loan Agreement, or at law or in equity, shall constitute a waiver thereof in that or any subsequent instance, and no single or partial exercise by the Holder of any right or remedy hereunder, under the related Note Purchase/Loan Agreement, or at law or in equity, shall preclude or estop another or further exercise thereof or the exercise of any other right or remedy.

(c) Time is of the essence for all purposes of this Note.

(d) This Note is ineligible as collateral for any loan or extension of credit by the Company or its Subsidiaries. Any Holder that is a depository institution waives all rights of setoff it may have against the Company under this Note.

(e) The Company shall pay (i) all out-of-pocket expenses of the Holder, including, without limitation, reasonable fees and charges of counsel actually incurred for the Holder in connection with the preparation, administration and/or enforcement of this Note, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, and (ii) if a Default occurs, all out-of-pocket expenses actually incurred by the Holder, including, without limitation, reasonable fees and charges of counsel actually incurred in connection with such Default and the collection and other enforcement proceedings resulting therefrom.

(f) Any notice or communication by the Company or the Holders to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

If to the Company:

IBERIABANK

200 West Congress Street, 12th Floor

Lafayette, Louisiana 70501

Facsimile No.: (504) 310-7322

Attention: Anthony J. Restel

If to the Holder:

SunTrust Bank

303 Peachtree Street

Atlanta, Georgia 30308

Facsimile: No.: (404) 581-1775

Attention: Christopher M. Houck

 

- 10 -


Each of the Company and the Holder, by notice to the others, may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the United States mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

(g) This Note may not be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, note, loan or debt agreement may not be used to interpret this Note.

(h) All agreements of the Company in this Note shall bind its successors.

(i) In case any provision in this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each covenant or obligation set forth herein shall be independent of the others and any waiver or consent to departure with respect to one covenant shall not be deemed or construed to be a waiver or consent to departure with respect to any other covenant.

(j) The Headings and Sections of this Note have been provided for convenience of reference only, are not to be considered a part of this Note and shall in no way modify or restrict any of the terms or provisions hereof.

(k) Nothing in this Note, express or implied, shall give to any Person, other than the Holders, any benefit or any legal or equitable right, remedy or claim under this Note.

(l) Certain defined terms used herein shall have the meanings and interpretations provided in Exhibit 1 hereto and incorporated herein by this reference. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(m) This Note is the Note referred to in the Note Purchase/Loan Agreement, and is entitled to the benefits of such Note Purchase/Loan Agreement.

This excerpt taken from the IBKC 8-K filed May 12, 2008.

MISCELLANEOUS

13.1 Entire Agreement. This Agreement embodies the entire agreement of the parties hereto in relation to the subject matter herein and supersedes all prior understandings or agreements, oral or written, between the parties.

13.2 Headings. The headings and subheadings of the Table of Contents, Articles and Sections contained in this Agreement, except the terms identified for definition in Article I and elsewhere in this Agreement, are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.

 

P & A with Loan Pools and Exhibits   37   ANB Financial N.A.
6 May 2008     Bentonville, AR


13.3 Counterparts. This Agreement may be executed in any number of counterparts and by the duly authorized representative of a different party hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

13.4 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF AMERICA, AND IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAILED BANK IS LOCATED.

13.5 Successors. All terms and conditions of this Agreement shall be binding on the successors and assigns of the Receiver, the Corporation and the Assuming Bank. Except as otherwise specifically provided in this Agreement, nothing expressed or referred to in this Agreement is intended or shall be construed to give any Person other than the Receiver, the Corporation and the Assuming Bank any legal or equitable right, remedy or claim under or with respect to this Agreement or any provisions contained herein, it being the intention of the parties hereto that this Agreement, the obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole and exclusive benefit of the Receiver, the Corporation and the Assuming Bank and for the benefit of no other Person.

13.6 Modification; Assignment. No amendment or other modification, rescission, release, or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.

13.7 Notice. Any notice, request, demand, consent, approval or other communication to any party hereto shall be effective when received and shall be given in writing, and delivered in person against receipt therefor, or sent by certified mail, postage prepaid, courier service, telex or facsimile transmission to such party (with copies as indicated below) at its address set forth below or at such other address as it shall hereafter furnish in writing to the other parties. All such notices and other communications shall be deemed given on the date received by the addressee.

This excerpt taken from the IBKC 8-K filed Mar 20, 2008.

Section 10. MISCELLANEOUS

10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.

10.2. Investment Accounts. The Chief Executive Officer and such officers as he may from time to time designate are hereby authorized and empowered to open and close accounts for the Corporation with any person, partnership, or other entity for the purpose of the purchase and sale of securities of whatever type.

10.3. Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other

 

11


institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

10.4. Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to time designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5. Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign, execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments or documents in connection with the extension or repayment of any lines of credit and/or the making or repayment of any loans and investments.

10.6. Fiscal Year. The fiscal year shall be the calendar year until determined otherwise by the Board of Directors.

10.7. Seal. The corporate seal shall have inscribed thereon the name of this Corporation, the year of its organization and the words “Corporate Seal, Louisiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Failure to affix the corporate seal shall not, however, affect the validity of any instrument.

10.8. Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

This excerpt taken from the IBKC 8-K filed Jan 24, 2008.

Section 10. MISCELLANEOUS

10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.

10.2. Investment Accounts. The Chief Executive Officer and such officers as he may from time to time designate are hereby authorized and empowered to open and close accounts for the Corporation with any person, partnership, or other entity for the purpose of the purchase and sale of securities of whatever type.

10.3. Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

10.4. Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to time designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by

 

11


any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5. Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign, execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments or documents in connection with the extension or repayment of any lines of credit and/or the making or repayment of any loans and investments.

10.6. Fiscal Year. The fiscal year shall be the calendar year until determined otherwise by the Board of Directors.

10.7. Seal. The corporate seal shall have inscribed thereon the name of this Corporation, the year of its organization and the words “Corporate Seal, Louisiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Failure to affix the corporate seal shall not, however, affect the validity of any instrument.

10.8. Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

This excerpt taken from the IBKC 8-K filed Nov 26, 2007.

Section 10. MISCELLANEOUS

10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.

10.2. Investment Accounts. The Chief Executive Officer and such officers as he may from time to time designate are hereby authorized and empowered to open and close accounts for the Corporation with any person, partnership, or other entity for the purpose of the purchase and sale of securities of whatever type.

10.3. Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

10.4. Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to time designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by

 

11


any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5. Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign, execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments or documents in connection with the extension or repayment of any lines of credit and/or the making or repayment of any loans and investments.

10.6. Fiscal Year. The fiscal year shall be the calendar year until determined otherwise by the Board of Directors.

10.7. Seal. The corporate seal shall have inscribed thereon the name of this Corporation, the year of its organization and the words “Corporate Seal, Louisiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Failure to affix the corporate seal shall not, however, affect the validity of any instrument.

10.8. Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

This excerpt taken from the IBKC 8-K filed Jun 27, 2007.

MISCELLANEOUS

Section 8.1. Successors and Assigns. All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Capital Securities then outstanding. Except in connection with any merger or consolidation of the Guarantor with or into another entity or any sale, transfer or lease of the Guarantor’s assets to another entity, in each case, to the extent permitted under the Indenture, the Guarantor may not assign its rights or delegate its obligations under this Guarantee without the prior approval of the Holders of at least a Majority in liquidation amount of the Capital Securities.

Section 8.2. Amendments. Except with respect to any changes that do not adversely affect the rights of Holders of the Capital Securities in any material respect (in which case no consent of Holders will be required), this Guarantee may be amended only with the prior approval of the Holders of not less than a Majority in liquidation amount of the Capital Securities. The provisions of the Declaration with respect to amendments thereof apply to the giving of such approval.

Section 8.3. Notices. All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:

(a) If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth below (or such other address as the Guarantee Trustee may give notice of to the Holders of the Capital Securities and the Guarantor):

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1600

Attention: Corporate Trust Administration

Telecopy: 302-636-4140

(b) If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Capital Securities and to the Guarantee Trustee):

IBERIABANK Corporation

601 Poydras Street, Suite 2075

New Orleans, Louisiana 70130

Attention: Anthony Restel

Telecopy: 504-310-7322

(c) If given to any Holder of the Capital Securities, at the address set forth on the books and records of the Issuer.

All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

 

14


Section 8.4. Benefit. This Guarantee is solely for the benefit of the Beneficiaries and, subject to Section 2.1(a), is not separately transferable from the Capital Securities.

Section 8.5. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 8.6. Counterparts. This Guarantee may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument.

Section 8.7 Separability. In case one or more of the provisions contained in this Guarantee shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Guarantee, but this Guarantee shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

Signatures appear on the following page

 

15


THIS GUARANTEE is executed as of the day and year first above written.

 

IBERIABANK CORPORATION, as Guarantor
By:  

 

Name:  
Title:  
WILMINGTON TRUST COMPANY, as Guarantee Trustee
By:  

 

Name:  
Title:  

 

16

This excerpt taken from the IBKC 8-K filed Feb 6, 2007.

Section 10. MISCELLANEOUS

10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.

10.2. Investment Accounts. The Chief Executive Officer and such officers as he may from time to time designate are hereby authorized and empowered to open and close accounts for the Corporation with any person, partnership, or other entity for the purpose of the purchase and sale of securities of whatever type.

10.3. Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

10.4. Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to time designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5. Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign,

 

11


execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments or documents in connection with the extension or repayment of any lines of credit and/or the making or repayment of any loans and investments.

10.6. Fiscal Year. The fiscal year shall be the calendar year until determined otherwise by the Board of Directors.

10.7. Seal. The corporate seal shall have inscribed thereon the name of this Corporation, the year of its organization and the words “Corporate Seal, Louisiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Failure to affix the corporate seal shall not, however, affect the validity of any instrument.

10.8. Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

This excerpt taken from the IBKC 8-K filed Aug 9, 2006.

ARTICLE 4: MISCELLANEOUS

4.1 Amendment. This Agreement or any exhibit or schedule may be amended or restated at any time by (i) the parties, by mutual agreement approved by their Boards, except that the consideration to stockholders of PIC shall not be amended after approval of the Plan by PIC’s stockholders or (ii) by the parties’ chief executive officers or their designees to correct typographical errors or to change erroneous references or cross references, or in any other manner not material to the substance of the Merger; provided, however, that no amendment shall be effective unless reduced to writing and executed by all parties to this Agreement. The waiver by any party hereto of a breach of or noncompliance with any provision of this Agreement will not operate or be construed as a continuing waiver or a waiver or any other or subsequent breach or noncompliance hereunder.

4.2 Termination. Prior to the Effective Date, this Agreement may be terminated, and the Merger abandoned, as set forth in the Plan, and shall terminate on any termination of the Plan.

4.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

4.4 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Louisiana applicable to contracts made and to be performed wholly within such State (except to the extent that mandatory provisions of Federal law are applicable).

This excerpt taken from the IBKC 8-K filed Aug 1, 2006.

MISCELLANEOUS

2.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and any of its successors or assigns. This Agreement shall survive any termination of Employee by the Bank.

2.2 Governing Law; Consent to Jurisdiction. This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of Louisiana without regard to principles of conflict of laws. Any dispute regarding the reasonableness of the covenants and agreements set forth in this Agreement (including Appendix A hereto), or the territorial scope or duration thereof, or the remedies available to the Company upon any breach of such covenants and agreements, shall be governed by and interpreted in accordance with the laws of the State of Louisiana, and, with respect to each such dispute, the Company and Employee each hereby irrevocably consent to the exclusive jurisdiction of the State of Louisiana for resolution of such dispute, and agree to be irrevocably bound by any judgment rendered thereby in connection with such dispute, and further agree that service of process may be made upon him or it in any legal proceeding relating to this Agreement and/or Appendix A by any means allowed under the laws of such jurisdiction. Each party irrevocably waives any objection she or it may have as to the venue of any such suit, action or proceeding brought in such a court or that such a court is an inconvenient forum.

2.3 Employee’s Understanding of this Agreement. Employee hereby represents to the Company that she has read and understands, and agrees to be bound by, the terms of this Agreement (including Appendix A hereto). Employee acknowledges that the geographic scope and duration of the covenants contained in this Agreement are the result of arm’s-length bargaining and are fair and reasonable in light of (i) the importance of the functions performed by Employee and the length of time it would take the Bank to find and train a suitable replacement, (ii) the nature and wide geographic scope of the operations of the Bank, (iii) Employee’s level of control over and contact with the business and operations of the Bank in a significant number of jurisdictions where same are conducted and (iv) the fact that all facets of the business of banking are conducted by the Bank throughout the geographic area where competition is restricted by this Agreement. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permitted under applicable law,

 

3


whether now or hereafter in effect and, therefore, to the extent permitted by applicable law, the parties hereto waive any provision of applicable law that would render any provision of this Agreement (including Appendix A hereto) invalid or unenforceable. Employee also acknowledges that she will not be precluded from gainful employment if she is obligated not to compete with the Bank during the period and within the jurisdictions covered by Appendix A and this Agreement and that, if this Agreement exceeds in duration or scope that permitted by applicable law and such provision of applicable law cannot be waived, it shall be reduced to the maximum that is permitted.

IN WITNESS WHEREOF, the Company and Employee have caused this Agreement to be executed on the dates set forth below and effective as of the effective date of the Employment Agreement.

 

 

IBERIABANK CORPORATION

Dated:                     , 2006   By:  

 

  EMPLOYEE:
Dated:                     , 2006  

 

  Glenda Frangenberg

 

4


This excerpt taken from the IBKC 8-K filed Jul 31, 2006.

MISCELLANEOUS

2.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and any of its successors or assigns. This Agreement shall survive any termination of Employee by the Bank.

2.2 Governing Law; Consent to Jurisdiction. This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of Louisiana without regard to principles of conflict of laws. Any dispute regarding the reasonableness of the covenants and agreements set forth in this Agreement (including Appendix A hereto), or the territorial scope or duration thereof, or the remedies available to the Company upon any breach of such covenants and agreements, shall be governed by and interpreted in accordance with the laws of the State of Louisiana, and, with respect to each such dispute, the Company and Employee each hereby irrevocably consent to the exclusive jurisdiction of the State of Louisiana for resolution of such dispute, and agree to be irrevocably bound by any judgment rendered thereby in connection with such dispute, and further agree that service of process may be made upon him or it in any legal proceeding relating to this Agreement and/or Appendix A by any means allowed under the laws of such jurisdiction. Each party irrevocably waives any objection she or it may have as to the venue of any such suit, action or proceeding brought in such a court or that such a court is an inconvenient forum.

2.3 Employee’s Understanding of this Agreement. Employee hereby represents to the Company that she has read and understands, and agrees to be bound by, the terms of this Agreement (including Appendix A hereto). Employee acknowledges that the geographic scope and duration of the covenants contained in this Agreement are the result of arm’s-length bargaining and are fair and reasonable in light of (i) the importance of the functions performed by Employee and the length of time it would take the Bank to find and train a suitable replacement, (ii) the nature and wide geographic scope of the operations of the Bank, (iii) Employee’s level of control over and contact with the business and operations of the Bank in a significant number of jurisdictions where same are conducted and (iv) the fact that all facets of the business of banking are conducted by the Bank throughout the geographic area where competition is restricted by this Agreement. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permitted under applicable law,

 

3


whether now or hereafter in effect and, therefore, to the extent permitted by applicable law, the parties hereto waive any provision of applicable law that would render any provision of this Agreement (including Appendix A hereto) invalid or unenforceable. Employee also acknowledges that she will not be precluded from gainful employment if she is obligated not to compete with the Bank during the period and within the jurisdictions covered by Appendix A and this Agreement and that, if this Agreement exceeds in duration or scope that permitted by applicable law and such provision of applicable law cannot be waived, it shall be reduced to the maximum that is permitted.

IN WITNESS WHEREOF, the Company and Employee have caused this Agreement to be executed on the dates set forth below and effective as of the effective date of the Employment Agreement.

 

 

IBERIABANK CORPORATION

Dated:                     , 2006   By:  

 

  EMPLOYEE:
Dated:                     , 2006  

 

  Glenda Frangenberg

 

4


Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki