PERFORMED IN ACCORDANCE WITH
THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT
EACH PARTY SHALL BE ENTITLED TO AN INJUNCTION, INJUNCTIONS OR OTHER EQUITABLE
RELIEF, WITHOUT THE NECESSITY OF POSTING A BOND, TO PREVENT OR CURE BREACHES OF
THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND
PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THE
PARTIES MAY BE ENTITLED BY LAW OR EQUITY.
9.9
NO THIRD PARTY BENEFICIARIES.
OTHER THAN AS SET FORTH IN SECTIONS
6.5 AND 6.6 AND 7.3, NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS
INTENDED TO CONFER UPON ANY PERSON, OTHER THAN THE PARTIES HERETO OR THEIR
RESPECTIVE SUCCESSORS, ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR
BY REASON OF THIS AGREEMENT.
9.10
NO ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE
ASSIGNABLE BY OPERATION OF LAW OR OTHERWISE; PROVIDED, HOWEVER, THAT PURCHASER
MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE COMPANY'S
CONSENT TO ANY AFFILIATE, BUT ONLY IF THE ASSIGNEE AGREES IN WRITING WITH THE
COMPANY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO BE BOUND
BY THE TERMS OF THIS AGREEMENT AND IN CONJUNCTION THEREWITH, MAKES TO THE
COMPANY REPRESENTATIONS AND WARRANTIES SUBSTANTIALLY EQUIVALENT (WITH NECESSARY
CONFORMING CHANGES) TO THOSE CONTAINED IN SECTION 4 AS IF SUCH ASSIGNEE WERE
"PURCHASER" THEREIN (ANY SUCH TRANSFEREE SHALL BE INCLUDED IN THE TERM
"PURCHASER"); PROVIDED, FURTHER, THAT NO SUCH ASSIGNMENT SHALL BE PERMITTED
WITHOUT THE COMPANY'S CONSENT IF IT (X) WOULD REASONABLY BE EXPECTED TO
ADVERSELY AFFECT OR DELAY THE RECEIPT OF THE APPROVALS OF ANY GOVERNMENTAL
AUTHORITY DESCRIBED IN SECTION 5.3, (Y) WOULD REQUIRE ANY CONSENTS OR APPROVALS
FROM OR FILINGS OR NOTICES WITH ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON NOT
IDENTIFIED IN SECTION 5.3 OR (Z) WOULD REASONABLY BE EXPECTED TO ADVERSELY
AFFECT OR DELAY THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
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9.11
EXPENSES.
THE COMPANY AND PURCHASERS SHALL BEAR THEIR OWN
RESPECTIVE EXPENSES INCURRED ON ITS BEHALF WITH RESPECT TO THIS AGREEMENT AND
THE TRANSACTION.
9.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE ENFORCEABLE AGAINST THE PARTIES ACTUALLY
EXECUTING SUCH COUNTERPARTS, AND ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE
INSTRUMENT.
9.13
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT
BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL,
UNENFORCEABLE OR VOID, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT
WITHOUT SAID PROVISION; PROVIDED THAT NO SUCH SEVERABILITY SHALL BE EFFECTIVE IF
IT MATERIALLY CHANGES THE ECONOMIC BENEFIT OF THIS AGREEMENT TO ANY PARTY.
9.14
TITLES AND SUBTITLES.
THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT CONSIDERED IN CONSTRUING OR
INTERPRETING THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
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This STOCK PURCHASE AGREEMENT is hereby executed as of the date first above
written.
"COMPANY"
PACWEST BANCORP,
a Delaware corporation
By:
/s/ Matthew P. Wagner
Name:
Matthew P. Wagner
Title:
Chief Executive Officer
"PURCHASER"
CAPGEN CAPITAL