Seller shall keep Buyer informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). Buyer has previously made available to Seller complete and correct copies of its and Buyer Subs lending policies. What Can CitiesDo About the Most Dangerous Drivers? Let our Old Company Stock Research Service find out the answers to your questions. NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, the parties, intending to be legally bound hereby, agree as follows: Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section1.03), Seller shall merge with and into Buyer in accordance with the West Virginia Business Corporation Act (the WVBCA) and the Kentucky Business Corporation Act (the KBCA). The Shareholder hereby permits Buyer to publish and disclose in any document and/or schedule filed by Buyer with the SEC and in any press release or other disclosure document the Shareholders identity and ownership of Shares and the nature of the Shareholders commitments and obligations pursuant to this Agreement. Entire Agreement; Amendments. evidence to the reasonable satisfaction of the Surviving Corporation that such Seller Certificate has been lost, wrongfully taken, or destroyed; such security or indemnity as reasonably may be requested by the Surviving Corporation to save it harmless (which may include the requirement to obtain a third party bond or surety); and. A medallion signature guarantee is a special certification stamp that guarantees a signature that authorizes an authentic transfer of securities. cooperative If you prefer to pay by check, please send the check and a copy of both sides of the certificate to: Scripophily.com Buyer shall be the continuing and surviving corporation in the Merger, shall continue to exist under the laws of the State of West Virginia and shall be the only one of the Constituent Corporations to continue its separate corporate existence after the Effective Time. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of Seller and Seller Sub were issued in compliance in all material respects with all applicable laws, rules and regulations. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. When the board decides upon the parameters for the preferred stock offering, it is important to examine what the local market will bear. No shares of Buyer or Buyer Sub shall be issued or exchanged and no consideration shall be given for shares of Seller Sub, and each then-issued and outstanding share, and each share then held in the treasury, of capital stock of Buyer Sub shall, by virtue of the Bank Merger and without any action on the part of Buyer, Buyer Sub, Seller, Seller Sub or the holder thereof, continue as one share of capital stock of the Surviving Bank Corporation having the same designations, preferences, limitations, and rights as such share of capital stock of Buyer Sub immediately prior to the Bank Merger. Except as set forth above, as of the date of this Agreement, there are no material contracts, agreements, commitments or arrangements of any kind to which Buyer is a party or by which Buyer is bound (collectively, Buyer Contracts) obligating Buyer to issue, deliver or sell, or, No Conflict. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Except for the representations and warranties contained in this Article Three, none of Seller, Seller Sub, Sellers 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 Seller or Seller Sub, including any representation or warranty as to the accuracy or completeness of any information regarding Seller or Seller Sub furnished or made available to Buyer (including any information, documents or material made available to Buyer 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 Seller or Seller Sub or any representation or warranty arising from statute or otherwise in law. 10. <>/Metadata 232 0 R/ViewerPreferences 233 0 R>> Buyer shall advise Seller, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Shares for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Smythe, and the Herzog & Co., Inc. obsolete research services, which have been performed continuously since 1880. If it is determined the certificates have no investment value, we may be interested in buying the certificate as a collectible. Stock certificates include information such as the number of shares owned, the date of purchase, an identification number, usually a corporate seal, and signatures. 681 0 obj<> endobj Usually, the records of ownership are kept in electronic form, but you can request a paper version. The company was founded and is managed by Bob Kerstein, CPA. (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. terms and subject to the conditions set forth in this Agreement, (iii)directing that this Agreement be submitted to a vote at a meeting of Sellers shareholders to be held as promptly as practicable and (iv)subject to the provisions of Section5.03 hereof, to recommend that Sellers shareholders approve this Agreement in accordance with the provisions of Section7.06(f) hereof. Buyers business, and the business of each of the Buyer Subsidiaries, will be conducted only in the ordinary and usual course consistent with past practice. %PDF-1.5 % The date of the Closing is sometimes herein called the Closing Date.. Inc. Randolph Farmers Cooperative St. Clair Farmers Cooperative St. Clair Farmers Cooperative-Pell City Taleecon Farmers Cooperative Talladega County Exchange Tennessee Valley Asia Pacific +65 6212 1000. %%EOF Terms of use | Section3.01(v) of the Seller Disclosure Schedule lists all of the material insurance policies, binders or bonds maintained by Seller or any Seller Subsidiary and a description of all material claims filed by Seller or any Seller Subsidiary against the insurers of Seller and the Seller Subsidiaries since December31, 2015. 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. Each of Buyer, Buyer Sub, Seller and Seller Sub shall use its reasonable best efforts to satisfy all of the conditions to this Agreement and to cause the consummation of the transactions described in this Agreement, including making all applications, notices and filings with Governmental Authorities and Regulatory Authorities and taking all steps to secure promptly all consents, rulings and approvals of Governmental Authorities and Regulatory Authorities that are necessary for the performance by each party of each of its obligations under this Agreement and the transactions contemplated hereby. The single tax principle is applied to earnings from business conducted on a cooperative basis in reco gniti on of the unique re lationship between the membe rs and thei r co ope rati ve asso ciati ons . Investopedia requires writers to use primary sources to support their work. (ii) Section4.01(a)(ii) of the Buyer Disclosure Schedule includes a list of all Buyer Subsidiaries, together with the jurisdiction of organization of each Buyer Subsidiary. 13. Except as otherwise disclosed in Section3.01(y) of the Seller Disclosure Schedule: (i)Seller and the Seller Subsidiaries, to their knowledge, are and have been at all times in compliance in all material respects with all applicable Environmental Laws (as that term is defined in this Section3.01(y)), and, to the knowledge of Seller, neither Seller nor any Seller Subsidiary has engaged in any activity in violation of any applicable Environmental Law except for failures to be in compliance that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Seller; (ii)(A)no investigations, inquiries, orders, hearings, actions or other proceedings by or before any court or Governmental Authority are pending or, to the knowledge of Seller, have been threatened in connection with any of Sellers or any Seller Subsidiarys activities and any Seller Real Properties or improvements thereon with respect to compliance with applicable Environmental Laws, and (B)to the knowledge of Seller, no investigations, inquiries, orders, hearings, actions or other proceedings by or before any court or Governmental Authority are pending or threatened with respect to compliance with Environmental Laws and in connection with any real properties in respect of which any Seller Subsidiary has foreclosed or holds a mortgage or mortgages (hereinafter referred to as the Seller Subsidiary Real Estate Collateral); (iii) no claims are pending, or to the knowledge of Seller, threatened by any third party against Seller, any Seller Subsidiary or with respect to the Seller Real Properties or improvements thereon, or, to the knowledge of Seller, Seller Subsidiary Real Estate Collateral or improvements thereon, relating to damage, contribution, cost recovery, compensation, loss, injunctive relief, remediation or injury resulting from any Hazardous Substance (as that term is defined in this Section3.01(y)) which have not been resolved to the satisfaction of the involved parties and which have had or are reasonably expected to have a material adverse effect on Seller or any Seller Subsidiary; (iv)to the knowledge of Seller, no Hazardous Substances have been integrated into the Seller Real Properties or improvements thereon or any component thereof, or Seller Subsidiary Real Estate Collateral or improvements thereon or any component thereof, in such manner or quantity as may reasonably be expected to pose a threat to human health or the value of the real property and improvements, except for threats that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Seller; and (v)neither Seller nor any Seller Subsidiary has knowledge that (A)any of the Seller Real Properties or improvements thereon, or Seller Subsidiary Real Estate Collateral or improvements thereon, has been used for the treatment, storage or disposal of Hazardous Substances or has been contaminated by Hazardous Substances in a manner or extent that would require investigation or remediation under any applicable Environmental Law, (B)any of the business operations of Seller or any Seller Subsidiary have contaminated lands, waters or other property of others with Hazardous Substances in a manner or extent that would require. the Shareholder has the complete and unrestricted power and the unqualified right to enter into, execute, deliver and perform his or her obligations under this Agreement, and no consent, approval, authorization or filing on the part of the Shareholder is required in connection therewith; this Agreement has been duly and validly executed and delivered by the Shareholder and, assuming this Agreement constitutes a valid and binding agreement of Buyer, is a valid and legally binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors rights or by general equity principles); the Shareholder beneficially owns the number of Shares indicated on. 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Each of the Seller Subsidiaries other than Seller Sub has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification necessary, other than where the failure to be so organized, existing, qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Seller. 0000066103 00000 n 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. 0000001176 00000 n No holder of a Seller Dissenting Share shall be entitled to submit a letter of transmittal, and any letter of transmittal submitted by a holder of a Seller Dissenting Share shall be invalid, unless and until the demand for the payment of the fair value made in respect of such Seller Dissenting Share shall have been or is deemed to have been withdrawn. If you would like to proceed, please provided payment information for this service on our secure server by Clicking Here and simply follow the instructions. 4. Lockbox Payment recommend against acceptance of a tender offer or exchange offer for outstanding Seller Shares that has been publicly disclosed (other than by Buyer or an affiliate of Buyer) within ten (10)business days after the announcement or commencement of such tender or exchange offer, in any such case whether or not permitted by the terms hereof, or (ii)recommended or endorsed an Acquisition Proposal, or failed to issue a press release announcing its opposition to such Acquisition Proposal within ten (10)business days after an Acquisition Proposal is publicly announced, or (iii)breached its obligations under Section7.06(e) or Section5.03 in any material respect; By Seller, if its Board of Directors so determines, by providing written notice to Buyer: if prior to the Closing Date, any representation and warranty of Buyer or Buyer Sub shall have become untrue such that the condition set forth at Section8.02(a) would not be satisfied and which breach has not been cured within thirty (30)calendar days following receipt by Buyer of written notice of breach or is incapable of being cured during such time period; if Buyer or Buyer Sub shall have failed to comply in any material respect with any covenant or agreement on the part of Buyer or Buyer Sub contained in this Agreement required to be complied with prior to the date of such termination, which failure to comply shall not have been cured within thirty (30)calendar days following receipt by Buyer of written notice of such failure to comply or is incapable of being cured during such time period; in connection with entering into a definitive agreement to effect a Superior Proposal after making a Seller Subsequent Determination in accordance with Section5.03(f); or, at any time during the five-day period commencing on the Walkaway Determination Date (the . Buyer or Buyer Sub shall vote or cause to be voted all Seller Shares owned by them directly or indirectly or for which they have voting authority as of the record date for the Seller Meeting in favor of this Agreement and the Merger. For the first 400-plus years of investing history, participating in an initial public offering (IPO) or buying stock often came with one of these physical stock certificates. The outstanding Buyer Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. 0000002532 00000 n Direct 703-579-4209 681 13 shall cease to exist and no Buyer Shares, cash or other consideration shall be delivered in exchange therefor. WebFarmers Union Cooperative provides agricultural products and services. For webmasters |. The Cooperator: Estate Planning for Co-op and Condo Owners, New York Times: Your Home Transferring A Co-op To a Trust, Habitat: Transferring Co-op Shares After a Death. The photographs document the statewide activities of this organization. In the securities industry, the settlement period is the amount of time between the trade datewhen an order for a security is executed, and the settlement date when the trade is final.

Any violation of the foregoing restrictions by any of the Seller Representatives, whether or not such Seller Representative is so authorized and whether or not such Seller Representative is purporting to act on behalf of Seller or otherwise, shall be deemed to be a breach of this Agreement by Seller. Conversion of Seller Sub Capital Stock, ARTICLE THREE REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER SUB, 3.01. Each certificate starts as a standard design which might change throughout the years, then the date, identification number, and other information are added.

None of Seller, any Seller Subsidiary nor any Seller ERISA Affiliate (x)has provided, or would reasonably be expected to be required to provide, security to any Seller Pension Plan or to any, has received no written notification or communication from any Governmental Authority since January1, 2016, (A) asserting that Seller or any Seller Subsidiary is not in compliance with any of the statutes, regulations or ordinances which such Governmental Authority enforces, except for failures to be in compliance that, individually or in the aggregate, would not have a material adverse, Governmental and Third-Party Proceedings. 11. (ii) The computer, information technology and data processing systems, facilities and services used by Seller and each of the Seller Subsidiaries, including all software, hardware, networks, communications facilities, platforms and related systems and services (collectively, the Systems), are reasonably sufficient for the conduct of the respective businesses of Seller and the Seller Subsidiaries as currently conducted and (ii)the Systems are in good working condition to effectively perform all computing, information technology and data processing operations necessary for the operation of the respective businesses of Seller and each of the Seller Subsidiaries as currently conducted. From the date of this Agreement through the Closing Date and consistent with the performance of their day-to-day operations, the continuous operation of Seller and the Seller Subsidiaries in the ordinary course of business and applicable law, Seller shall use all commercially reasonable efforts to cause the employees and officers of Seller and the Seller Subsidiaries to reasonably cooperate with Buyer and Buyer Sub in performing tasks reasonably required in connection with such integration. For at least 400 years, when you purchased shares in a publicly traded company, you received a piece of paper to certify your ownership percentage.

Walkaway Determination Date means the later of (i)the first date on which allnecessary bank regulatory approvals or non-objections have been received (disregarding any waiting period) or (ii)the date on which theSellers shareholders approve this Agreement. For purposes of this Agreement, Subsidiary has the meaning ascribed to it in Rule1-02 of RegulationS-X promulgated by the Securities and Exchange Commission (the SEC).

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