AND ACCURATE
IN ALL MATERIAL RESPECTS.
2.4
AT THE CLOSING, SELLER SHALL DELIVER TO BUYER A CERTIFICATE FOR THE SHARES,
DULY REGISTERED IN THE NAME OF BUYER.
2.5
AT THE CLOSING, BUYER SHALL DELIVER TO SELLER THE PURCHASE PRICE BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
3.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.
IN ADDITION TO THE
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER CONTAINED ELSEWHERE HEREIN,
SELLER HEREBY WARRANTS, REPRESENTS AND COVENANTS TO BUYER AS FOLLOWS:
3.1
SELLER IS A CORPORATION ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITH FULL CORPORATE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED.
3.2
THE AUTHORIZED COMMON STOCK OF SELLER CONSISTS OF 20,000,000 SHARES OF
SELLER COMMON STOCK, OF WHICH
5,855,976 SHARES WERE ISSUED AND OUTSTANDING AS
OF THE DATE OF THIS AGREEMENT .
THE AUTHORIZED PREFERRED STOCK OF SELLER
CONSISTS OF 5,000,000 SHARES OF SERIAL PREFERRED STOCK, PAR VALUE $.01 PER SHARE
(SELLER PREFERRED STOCK"), OF WHICH 25,000 SHARES OF FIXED RATE CUMULATIVE
PERPETUAL PREFERRED STOCK, SERIES A, ARE ISSUED AND OUTSTANDING TO THE
U.S. DEPARTMENT OF TREASURY AS OF THE DATE OF THIS AGREEMENT.
OTHER THAN THE
SELLER COMMON STOCK AND SELLER PREFERRED STOCK, THERE ARE NO OTHER AUTHORIZED
CLASSES OF EQUITY SECURITIES OF SELLER.
THERE ARE NO OUTSTANDING SUBSCRIPTIONS,
OPTIONS, WARRANTS, DEBT INSTRUMENTS OR OTHER AGREEMENTS OBLIGATING SELLER TO
ISSUE, SELL OR OTHERWISE DISPOSE OF ANY SHARES OF SELLER COMMON STOCK, EXCEPT
FOR SHARES OF SELLER COMMON STOCK ISSUABLE UPON EXERCISE OF EMPLOYEE STOCK
OPTIONS OUTSTANDING UNDER EXISTING EMPLOYEE BENEFIT PLANS, SHARES OF SELLER
COMMON STOCK ISSUABLE TO THE UNITED STATES DEPARTMENT OF TREASURY UPON THE
EXERCISE OF OUTSTANDING WARRANTS TO PURCHASE SELLER COMMON STOCK IN CONNECTION
WITH THE TARP CAPITAL PURCHASE PROGRAM, AND 322,000 SHARES OF SELLER COMMON
STOCK ISSUABLE TO ANOTHER INVESTOR PURSUANT TO AN AGREEMENT DATED EVEN DATE
HEREWITH.
AS OF THE CLOSING, THE SHARES ARE BEING SOLD, AND (UPON RECEIPT BY
THE BUYER AT THE CLOSING) WILL BE, FREE AND CLEAR OF ALL LIABILITIES, DEBTS,
OBLIGATIONS, ENCUMBRANCES, LEASES, INDEBTEDNESS, LIENS, CHARGES, AND PLEDGES, OF
WHATEVER NATURE, WHETHER FIXED OR CONTINGENT, DISCLOSED OR UNDISCLOSED, FORESEEN
OR UNFORESEEN, AS OF THE DATE OF THIS AGREEMENT.
3.3
SELLER POSSESSES THE REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AGREEMENT AND PERFORM ALL OF ITS OBLIGATIONS HEREUNDER, AND NO
ADDITIONAL CONSENT OR APPROVAL OF ANY OTHER PERSON, ENTITY OR GOVERNMENTAL
AUTHORITY IS REQUIRED THEREFOR.
THIS AGREEMENT IS A VALID AND BINDING
OBLIGATION OF SELLER AND IS FULLY ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS AND CONDITIONS.
2
3.4
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER WILL NOT VIOLATE ANY
LAW, REGULATION, DECREE, WRIT, ORDER OR INJUNCTION WHICH, COLLECTIVELY, WOULD
HAVE A MATERIAL ADVERSE EFFECT UPON THE SELLER'S ABILITY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
3.5
SELLER HAS MADE ALL NECESSARY FILINGS WITH ALL APPLICABLE FEDERAL, STATE
AND LOCAL AUTHORITIES AND/OR REGULATORY BODIES, AND HAS COMPLIED WITH ALL
APPLICABLE LAWS, IN EACH CASE WITH RESPECT