This excerpt taken from the SIVB 8-K filed Dec 15, 2008.
WHEREAS, the United States Department of the Treasury (the Investor) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (CPP);
WHEREAS, an eligible financial institution electing to participate in the CPP and issue securities to the Investor (referred to herein as the Company) shall enter into a letter agreement (the Letter Agreement) with the Investor which incorporates this Securities Purchase Agreement Standard Terms;
WHEREAS, the Company agrees to expand the flow of credit to U.S. consumers and businesses on competitive terms to promote the sustained growth and vitality of the U.S. economy;
WHEREAS, the Company agrees to work diligently, under existing programs, to modify the terms of residential mortgages as appropriate to strengthen the health of the U.S. housing market;
WHEREAS, the Company intends to issue in a private placement the number of shares of the series of its Preferred Stock (Preferred Stock) set forth on Schedule A to the Letter Agreement (the Preferred Shares) and a warrant to purchase the number of shares of its Common Stock (Common Stock) set forth on Schedule A to the Letter Agreement (the Initial Warrant Shares) (the Warrant and, together with the Preferred Shares, the Purchased Securities) and the Investor intends to purchase (the Purchase) from the Company the Purchased Securities; and
WHEREAS, the Purchase will be governed by this Securities Purchase Agreement Standard Terms and the Letter Agreement, including the schedules thereto (the Schedules), specifying additional terms of the Purchase. This Securities Purchase Agreement Standard Terms (including the Annexes hereto) and the Letter Agreement (including the Schedules thereto) are together referred to as this Agreement. All references in this Securities Purchase Agreement Standard Terms to Schedules are to the Schedules attached to the Letter Agreement.
NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows: