farmers cooperative exchange stock certificate

None of Buyer, Buyer Sub, Seller or Seller Sub shall make any press release or other public announcement concerning the transactions contemplated by this Agreement without the consent of the other parties hereto as to the form and contents of such press release or public announcement, except to the extent that such press release or public announcement may be required by law or the rules and regulations of the Nasdaq to be made before such consent can be obtained. disclosure of such change in the Updated Buyer Disclosure Schedule shall not be deemed to constitute a cure of any breach of any representation or warranty made pursuant to this Agreement unless consented to in writing by Seller. At the Closing, Buyer shall cause all of the following to be delivered to Seller: At the Closing, Seller shall cause all of the following to be delivered to Buyer: NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. 0000009681 00000 n The company could have merged or been acquired with another company and the stock certificate will translate into ownership of the existing company. Appointment of Seller Director to Board of Directors; Advisory Board, ARTICLE SEVEN FURTHER OBLIGATIONS OF THE PARTIES, 7.06. An association to be entitled to exemption must not only be organized but actually operated in the manner and for the purposes specified in section 521. sell, transfer, mortgage, pledge or subject to any lien or otherwise encumber any of the assets of Seller or the Seller Subsidiaries, tangible or intangible, which are material, individually or in the aggregate, to Seller except for (A)internal reorganizations or consolidations involving existing subsidiaries that would not be reasonably expected to present a material risk of any material delay in the receipt of any required regulatory approval, (B)securitization activities in the ordinary course of business, (C)the sale of loans, loan participations and real estate owned in the ordinary course of business, (D)pledging assets in connection with advances or borrowings from the FHLB in the ordinary course of business and consistent with past practice in amount and frequency, and (E)other dispositions of assets, including subsidiaries, if the fair market value of the total consideration received therefrom does not exceed in the aggregate, $150,000; make any capital expenditure or capital additions or betterments which exceed $150,000 in the aggregate; become bound by, enter into, or perform any material contract, commitment or transaction which, if so entered into, would be reasonably expected to (A)have a material adverse effect on Seller, (B)impair in any material respect the ability of Seller to perform its obligations under this Agreement or (C)prevent or materially delay the consummation of the transactions contemplated by this Agreement; declare, pay or set aside for payment any dividends or make any distributions on its capital shares issued and outstanding other than (A)quarterly cash dividends on Seller Shares in respect of each fiscal quarter ending on or after June30, 2018 in an amount not to exceed $0.125 per Seller Share; purchase, redeem, retire or otherwise acquire any of its capital shares other than pursuant to rights of repurchase granted to Seller, or in settlement of any withholding obligation in connection with any Seller Stock Plan; issue or grant any option or right to acquire any of its capital shares or effect, directly or indirectly, any share split or share dividend, recapitalization, combination, exchange of shares, readjustment or other reclassification; amend or propose to amend its articles of incorporation, bylaws or other governing documents except as otherwise expressly contemplated by this Agreement; merge or consolidate with any other person or otherwise reorganize, except for the Merger and the Bank Merger; acquire all or any portion of the assets, business, deposits or properties of any other entity other than (A)by way of foreclosures, (B)acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice and (C)internal reorganizations or consolidations involving existing subsidiaries that would not be reasonably expected to present a material risk of any material delay in the receipt of any required regulatory approval; other than in the ordinary course of business consistent with past practice, enter into, establish, adopt or amend any pension, retirement, stock option, stock purchase, savings, profit-sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any Seller Director, Seller Officer or Seller Employee, or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder; announce or pay any general wage or salary increase or bonus, other than normal wage or salary increases not to exceed on average 3% for Seller Employees and year-end bonuses substantially consistent with past practices (but in any event such year-end bonuses will not exceed $1,600,000 annualized in the aggregate), or enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any Seller Officer, Seller Director or Seller Employee, except, in each case, for changes that are required by applicable law or to satisfy contractual obligations existing as of the date hereof and disclosed in the Seller Disclosure Schedule; incur any long-term indebtedness for money borrowed, guarantee any such long-term indebtedness or issue or sell any long-term debt securities, other than (A)in replacement of existing or maturing debt, (B)indebtedness of any subsidiary of Seller to Seller or another subsidiary of Seller, or (C)in the ordinary course of business consistent with past practice; implement or adopt any material change in its accounting principles, practices or methods, other than as may be required by GAAP or by any Governmental Authority; materially change its existing deposit policy or incur deposit liabilities, other than deposit liabilities incurred in the ordinary course of business consistent with past practice, or accept any brokered deposit having a maturity longer than 365 days, other than in the ordinary course of business; sell, purchase, enter into a lease, relocate, open or close any banking or other office, or file any application pertaining to such action with any Regulatory Authority; change any of its commercial or consumer loan policies in any material respect, including credit underwriting criteria, or make any material exceptions thereto, unless so required by applicable law or any Governmental Authority; purchase mortgage loan servicing rights and, other than in the ordinary course of business consistent with past practice, sell any mortgage loan servicing rights; commence or settle any material claim, action or proceeding, except settlements involving only monetary remedies in amounts, in the aggregate, that are not material to Seller and the Seller Subsidiaries; adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or reorganization, or resolutions providing for or authorizing such a liquidation, dissolution, restructuring, recapitalization or reorganization; make or change any material Tax election, file any amended Tax Return, fail to timely file any Tax Return, enter into any closing agreement, settle or compromise any material liability with respect to Taxes, agree to any material adjustment of any Tax attribute, file any claim for a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment; (A) knowingly take any action that would, or would be reasonably expected to, prevent or impede the Merger or the Bank Merger from qualifying as a reorganization within the meaning of Section368(a) of the Code; or (B)knowingly take any action that is intended or is reasonably expected to result in (1)any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, (2)any of the conditions to the Merger set forth in Article Eight not being satisfied, or (3)a material violation of any provision of this Agreement; or. The Bank Merger shall become effective at the time set forth in the Articles of Merger that shall be filed with the West Virginia Secretary of State in accordance with the WVBCA and the Articles of Merger that shall be filed with the Kentucky Secretary in accordance with the KBCA; provided, however, that the Bank Merger shall not become effective until after the Merger has become effective. Bob Kerstein, CPA, CGMA is the Founder and CEO. As of the date of this Agreement, there are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any Seller Shares. If you prefer to pay by check, please send the check and a copy of both sides of the certificate to: Scripophily.com (a) Seller shall promptly (i)after the end of each quarter after the date hereof, (ii)at other times after reasonably requested by Buyer and (iii)upon Closing, provide Buyer with a complete and accurate list, including the amount, of all Loans of Seller and its Subsidiaries subject to each type of classification of the Classified Loans. Copyright 2023 Leaf Group Ltd. / Leaf Group Media, All Rights Reserved. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as part of this Agreement. Grants under the Retention Restricted Stock Agreements shall be made and become effective only upon the applicable Seller Employees becoming employees of the Buyer or Buyer Sub at or after the Effective Time. At the Effective Time, all Buyer Shares that are owned by Seller or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Buyer without any consideration therefor. Depending on the co-op board, a current shareholder may be required to seek the board's approval before transferring shares to beneficiaries via a living trust. Section3.01(ee) of the Seller Disclosure Schedule sets forth all proprietary rights that are material to the conduct of business of Seller or the Seller Subsidiaries. No Ownership Interest. In a sense, the complex designs found in many earlier stock certificates included what is known today as branding. Except for the representations and warranties contained in this Article Four, none of Buyer, Buyer Sub, Buyers Financial Advisor, attorneys or representatives, or any other person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Buyer or Buyer Sub, including any representation or warranty as to the accuracy or completeness of any information regarding Buyer or Buyer Sub furnished or made available to Seller (including any information, documents or material made available to Seller in the data room, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of Buyer or Buyer Sub or any representation or warranty arising from statute or otherwise in law. Seller and the Seller Subsidiaries have filed all reports, registration statements, proxy statements and information statements required to be filed by Seller or any of the Seller Subsidiaries subsequent to December31, 2014 under the Securities Act of 1933, as amended (the . Seller (x)has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to Seller, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Seller by others within those entities, and (y)has disclosed, based on its most recent evaluation prior to the date hereof, to Sellers outside auditors and the audit committee of, Section3.01(k) of the Seller Disclosure Schedule discloses as of December31, 2017 with respect to Seller and the Seller Subsidiaries: (A)any Loan under the terms of which the obligor is sixty (60)or more days delinquent in payment of principal or interest, or to the knowledge of Seller, in default of any other provision thereof; (B)each Loan that has been classified as troubled debt restructuring, other loans specially maintained, classified, criticized, substandard, doubtful, credit risk assets, watch list assets, loss or special mention (or words of similar import) by Seller, the Seller Subsidiaries or a Governmental Authority (the Classified Loans); (C) a listing of the real estate owned, acquired by foreclosure or by deed in-lieu thereof, including the book value thereof; and (D)each Loan with any director, executive officer or five percent (5%) or greater.

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If you are interested in using our service. It may be possible to transfer co-op shares to beneficiaries via a living trust. If Buyer, the Surviving Corporation or any of its successors or assigns (i)consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii)transfers or conveys all or substantially all its properties and assets to any person or (iii)transfers, by means of a distribution, sale, assignment or other transaction, all of the stock of the Surviving Corporation or all or substantially all of its assets, to any person, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Surviving Corporation assumes the obligations set forth in this Section and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. Chantilly, Virginia Expiration Date. protected against loss, damage, and unauthorized access, use, modification, or other misuse. This arrangement may lead to tight restrictions regarding what a tenant may do with his shares. Corporate Authority. As a result of the Merger, the outstanding shares of capital stock and the treasury shares of the Seller shall be converted in the manner provided in Article Two. 14. This Agreement and the related Non-Disclosure Agreement between Buyer and Sellers Financial Advisor on behalf of Seller, as executed on behalf of Buyer as of February13, 2018 (the NDA) (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and the NDA and (b)except for the provisions of Article Two, Sections 6.02, 6.06 and 6.07 of this Agreement, are not intended to confer upon any person other than the parties hereto and thereto (and their respective successors and assigns) any rights or remedies. startxref (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of West Virginia, without giving effect to the principles of conflicts of laws thereof that would cause the application of the laws of any other jurisdiction. Statement/Prospectus is mailed to shareholders of Seller and up to and including the date of the meeting of Sellers shareholders to which such Proxy Statement/Prospectus relates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Global Select Market subject to official notice of issuance. Section3.01(n) of the Seller Disclosure Schedule lists and describes all real property, and any leasehold interest in real property, owned or held by Seller or the Seller Subsidiaries and used in the business of Seller and the Seller Subsidiaries (collectively, the Seller Real, No Conflict. IN WITNESS WHEREOF, this Agreement and Plan of Merger has been executed on behalf of Buyer, Buyer Sub, Seller and Seller Sub to be effective as of the date set forth in the first paragraph above. Old Company Stock Research Service is celebrating 142 Years of continuous service and on the Internet since 1996. Stock Certificates Before Electronic Record Keeping. 2. The offers that appear in this table are from partnerships from which Investopedia receives compensation. Registration Statement; Proxy Statement; Shareholders Meeting, Each of Seller and Buyer agrees, as to itself and its respective Seller Subsidiaries or Buyer Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i)the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, is filed with the SEC and at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii)the Proxy Statement/Prospectus and any amendment or supplement thereto will, as of the date such Proxy, Subject to Section5.03 hereof, (i)the Seller Board shall recommend that Sellers shareholders vote to approve and adopt this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Sellers shareholders for consummation of the Merger and the transactions contemplated hereby (the Seller Board Recommendation), and (ii)the Proxy Statement/Prospectus shall include the Seller Board Recommendation. Bob has been a Certified Public Accountant since 1978. 1 0 obj Redsteer holds a Bachelor of Arts in history from the University of Washington, a Master of Arts in Native American studies from Montana State University and a Juris Doctor from Seattle University School of Law.