farmers cooperative exchange stock certificate

| WebOperating capital consisted of a $30,000 loan from the Farmers Union Central Exchange and slightly over one million dollars in credit from the federal Farm Credit Administration. Buyer and the Buyer Subsidiaries do not maintain any foreign Buyer Compensation and Benefit Plans. then the Exchange Agent, in the absence of actual notice to it that any Seller Shares theretofore represented by any such Seller Certificate have been acquired by a bona fide purchaser, shall deliver to such person (a)the Merger Consideration for each Seller Share represented by the lost, stolen or destroyed Seller Certificate, (b)any cash in lieu of fractional shares into which the Seller Shares represented by the Seller Certificate have been converted, (c)any other dividend or distribution with a record date after the Effective Time theretofore paid with respect to Buyer Shares issuable in the Merger, and (d)subject to compliance with Section7.08, any dividend or distribution with respect to Seller Shares with a record date prior to the Effective Time, in each case without interest, that such person would have been entitled to receive upon surrender of each such lost, wrongfully taken or destroyed Seller Certificate. Title: President and Chief Executive Officer, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and. 0000019335 00000 n The Shareholder is signing this Agreement solely in the Shareholders capacity as a shareholder of Seller, and not in the Shareholders capacity as a director, officer or employee of Seller or any Seller Subsidiary or in the Shareholders capacity as a trustee or fiduciary of any employee benefit plan or trust. 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. <>/ExtGState<>/XObject<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> 0000002362 00000 n Seller and each of the Seller Subsidiaries has implemented backup and disaster recovery policies, procedures and systems consistent with generally accepted industry standards and sufficient to reasonably maintain the operation of the respective businesses of Seller and each of the Seller Subsidiaries in all material respects. Buyer Sub is a member in good standing of the Federal Home Loan Bank of Pittsburgh. Closing Transactions Required of Seller, ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS, 10.01. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Shareholder, and Buyer shall have no authority to direct the Shareholder in the voting or disposition of any of the Shares, except as otherwise provided in this Agreement. 8 Concurrently with the execution of this Agreement, Seller, Seller Sub, Buyer and Buyer Sub shall enter into amendments to the respective employment agreements with each of Lloyd C. Hillard, Jr., J. David Smith, Jr., Brenda Gayler and Mark A. Hampton. Yes, stock certificates do have value. Buyer has made available to Seller true and complete copies of its and Buyer Subs articles of incorporation and bylaws, each as amended to the date of this Agreement. 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). Seller has taken commercially reasonable measures to ensure that all IIPI in its possession or control is, REPRESENTATIONS AND WARRANTIES OF BUYER AND BUYER SUB. Box 223795 If you are interested in using our service, Click Here to go to our secure server for ordering instructions to pay by credit card or by PayPal or you can use the blue form below. Expiration Date. 9. If the stockholder is deceased, the surviving spouse or the executor of the estate may endorse the certificates and a copy of the certified death certificate and proof of executorship is also required. In the event that this Agreement is terminated by Buyer or Seller pursuant to Section11.01(b)(i) without the Required Seller Vote having been obtained, or Section11.01(b)(ii), and (i)an Acquisition Proposal with respect to Seller shall have been publicly announced, disclosed or otherwise communicated to the Seller Board prior to the date specified in Section11.01(b)(i) or prior to the Seller Meeting, as applicable, and (ii)within twelve (12)months of such termination, Seller shall have entered into an agreement with respect to, or Seller shall have consummated, an Acquisition Transaction, then Seller shall pay to Buyer an amount equal to the Termination Fee.

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Except as disclosed on Section4.01(t)(viii) of the Buyer Disclosure Schedule, the consummation of the transactions contemplated by this Agreement would not, directly or indirectly (including, without limitation, as a result of any termination of employment prior to or following the Effective Time), reasonably be expected to (A)entitle any Buyer Employee, Buyer Consultant or Buyer Director to any payment (including severance pay or similar compensation) or any increase in compensation, (B)result in the vesting or acceleration of any benefits under any Buyer Compensation and Benefit Plan or (C)result in any material increase in benefits payable under any Buyer Compensation and Benefit Plan. Will Kenton is an expert on the economy and investing laws and regulations. of Scripophily.coms Old Company Stock Certificate Research Services. Bob has been a Certified Public Accountant since 1978. WebAmendments. All outstanding Seller 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. WebSign the back of the certificate (s) as appropriate and forward those to the Patronage Department. 0000075752 00000 n Buyer and the Buyer Subsidiaries have filed all reports, registration statements, proxy statements and information statements required to be filed by Buyer or any of the Buyer Subsidiaries subsequent to December31, 2014 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act with the SEC (together with all information incorporated therein by reference, the . startxref Please contact the Patronage Department toll free 800-419-2690 for further details or specific questions. the location of the principal office of the Surviving Corporation shall be One Bank Plaza, Wheeling, WV 26003. the articles of incorporation of Buyer Sub as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Bank Corporation; the bylaws of Buyer Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Bank Corporation; subject to Section6.07, the directors of Buyer Sub immediately prior to the Effective Time shall become the directors of the Surviving Bank Corporation, each of whom shall serve in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank Corporation; the officers of Buyer Sub immediately prior to the Effective Time shall become the officers of the Surviving Bank Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank Corporation; and. Each party hereto shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of material matters relating to completion of the transactions contemplated hereby. Chantilly, Virginia 90153, For a Flat Fee of $49.95 per company, we will serve as your. Except as disclosed on Section3.01(t)(viii) of the Seller Disclosure Schedule, the consummation of the transactions contemplated by this Agreement would not, directly or indirectly (including, without limitation, as a result of any termination of employment prior to or following the Effective Time), reasonably be expected to (A)entitle any Seller Employee, Seller Consultant or Seller Director to any payment from Seller or any Seller Affiliate (including severance pay or similar compensation, other than severance pay or compensation as otherwise provided under Section6.02(a)) or any increase in compensation, (B)result in the vesting or acceleration of any benefits under any Seller Compensation and Benefit Plan, or (C)result in any material increase in benefits payable under any Seller Compensation and Benefit Plan. WebBecause transfers of co-op shares are generally subject to the co-op board's approval, a tenant may wish to speak the board about how he plans to pass his shares upon death prior to moving into the co-op. Buyer, Buyer Sub, Seller, Seller Sub and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90)days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Department, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement. Box 223795 ", CNBC. Set forth in Section3.01(a)(ii) of the Seller Disclosure Schedule is a complete list of each Subsidiary (as that term is defined in Section3.01(c)) of each of Seller and Seller Sub (each, a . Borrower beware: Most co-op foreclosures get fast-tracked. 0000001883 00000 n 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. "Oldest Share Certificate. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which taken together shall be deemed to constitute a single instrument. (a) Buyer and Buyer Sub shall appoint one of the current directors of Seller (the Seller Appointee) to the Board of Directors of Buyer and Buyer Sub, which appointment shall be effective as of the Effective Time. properties or assets may be bound; or (D)any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Seller or Seller Sub, other than, in the case of clauses (A), (C) and (D), any such conflicts, violations, breaches or defaults that, individually or in the aggregate, would not have a material adverse effect on Seller; (ii)result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Seller or any of the Seller Subsidiaries, other than such security interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on Seller; or (iii)violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Seller or any of the Seller Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not have a material adverse effect on Seller. You can learn more about the standards we follow in producing accurate, unbiased content in our. Stock certificates do not expire. 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 shall furnish to Seller promptly after such documents are available: (i)all reports, proxy statements or other communications by Buyer to its shareholders generally; and (ii)all press releases relating to any transactions. If Buyer determines that the Seller 401(k) Plan should be so terminated, the accounts of all participants and beneficiaries in the Seller 401(k) Plan as of such termination shall become fully vested upon termination of the Seller 401(k) Plan. issued by the American Institute of Certified Public Accountants. How do I get in touch with the current company?

The photographs document the statewide activities of this organization. Except as set forth on the Buyer Disclosure Schedule (with specific reference to the Section or Subsection of this Agreement to which the information stated in such disclosure relates, provided that any fact, item, contract, agreement, document or instrument listed or described, and any information disclosed, in any Section or Subsection thereof shall be deemed listed, described, and disclosed in all other applicable Sections and Subsections even though not expressly set forth in such other Section(s) or subsections(s)), Buyer and Buyer Sub hereby jointly and severally warrant and represent to Seller and Seller Sub that: (i) Buyer is a West Virginia corporation and a bank holding company registered under the BHC Act. Stock Certificates Before Electronic Record Keeping. CONVERSION OF SHARES AND OPTIONS; SURRENDER OF CERTIFICATES. Agreement to Retain Shares; No Voting Trusts. The Company stores, buys and sells grains, seeds, feeds, fuel, and agronomy products to farmers. As of the date of this Agreement, there are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any Seller Shares. For purposes of this Section3.01(ff), IIPI shall include any information relating to an identified or identifiable natural person. if the approval of any Governmental Authority or Regulatory Authority required for consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement shall have been denied by final non-appealable action of such Governmental Authority or Regulatory Authority. Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. If the company closed due to bankruptcy, then most likely the stock certificate will have no value. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 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. Except as disclosed in Section4.01(t)(v) of the Buyer Disclosure Schedule, neither Buyer nor any Buyer Subsidiary has any obligations to provide retiree health and life insurance or other retiree death benefits under any Buyer Compensation and Benefit Plan, other than benefits mandated by Section4980B of the Code. WebFarmers Union Cooperative provides agricultural products and services. Except as set forth on the Seller Disclosure Schedule (with specific reference to the Section or Subsection of this Agreement to which the information stated in such disclosure relates, provided that any fact, item, contract, agreement, document or instrument listed or described, and any information disclosed, in any Section or Subsection thereof shall be deemed listed, described, and disclosed in all other applicable Sections and Subsections even though not expressly set forth in such other Section(s) or subsections(s)), Seller and Seller Sub hereby jointly and severally represent and warrant to Buyer and Buyer Sub as follows: Seller is a Kentucky corporation and registered as a financial holding company under the Bank Holding Company Act of 1956 (the BHC Act). ]yI~6=sk oy(3. Follow Bloomberg reporters as they uncover some of the biggest financial crimes of the modern era. Vintage document is lightly aged and worn.If you have any questions do not 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. (a) 401(k) Plan Matters. The rights and remedies of the parties to this Agreement are cumulative and not alternative. These certificates included vital information such as: The shareholders name. 0000004678 00000 n 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. As used in this Agreement, the term Surviving Bank Corporation refers to Buyer Sub at and after the Effective Time. Copyright 2023 Farlex, Inc. | As a result of the Bank Merger, the outstanding shares of capital stock of Seller Sub shall be converted in the manner provided in Section2.06. Articles of Merger for each of the Merger and the Bank Merger duly executed by Seller and Seller Sub, as the case may be, in accordance with the WVBCA and the KBCA and in appropriate form for filing, respectively, with the West Virginia Secretary of State and Kentucky Secretary. HT9&LqUol U_pABf4Y[SjclTSNOXW.X*/ID5ZTyYCnGE:eRk#>+H\ 4r+Lnz1=@nf~KFcZ}d0Io&8rPF[5})&Be-b:%H8i iN1YLy&Y> farmers cooperative exchange stock certificate February 24, 2023 by when to euthanize a dog with ivdd Locations We have eighteen locations to serve you! (b) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Privacy policy | WebStock Certificate With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative. Any party to this Agreement may, by notice given in accordance with this Section12.01, designate a new address for notices, requests, demands and other communications to such party.

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