farmers cooperative exchange stock certificate

As of the date hereof, there is no reason to believe that Sellers chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section404 of the Sarbanes-Oxley Act, without qualification, when next due. The original stock certificate(s), (not required if shares are held electronically in book-entry form), and 3. In turn, parents would often frame a certificate and hang it in a child's room. Buyer shall indemnify the Seller and the Seller Subsidiaries for any losses, fees, expenses and charges incurred by Seller in connection therewith if the Merger is not consummated in accordance with the terms of this Agreement. Redeeming Your Equity. Additionally, a co-op may require tenants to be actual shareholders in the co-op. the Bank Merger shall have the effects prescribed in Section31D-11-1107 of the WVBCA and Section271B.11-060 of the KBCA. WebAgreement and Plan of Merger dated April 19, 2018 by and between Wesbanco, Inc., Wesbanco Bank, Inc., Farmers Capital Bank Corporation and United Bank & Capital Trust Company from FARMERS CAPITAL BANK CORP Prior to the Effective Time, each of Seller and Buyer shall exercise, consistent with the terms of this Agreement, complete control and supervision over its and its subsidiaries respective operations. All corporate actions of Seller and Seller Sub necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, in each case by Seller and Seller Sub, have been duly and validly taken, except for the approval of this Agreement by the Required Seller Vote (as defined in Section3.01(ii)) and subject, in the case of the consummation of the Merger and the Bank Merger, to the filing and recordation of Articles of Merger as required by the KBCA and the WVBCA. 0000004102 00000 n An incumbency certificate is a corporate document listing people who are authorized to enter into financial or legally binding transactions on a firms behalf. The certificates are most often a bit bigger than a normal piece of paper, and most of them have intricate designs to discourage fraudulent replication and counterfeiting, which was a problem for much of the pre-internet history of investing in corporate stocks. (b) Other Benefit Plans. 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 . We think this might be your store based on your location: Sign up for special offers and promotions from Southern States. Terms of use | has been in compliance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such business, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the CRA, the Military Lending Act, the Servicemembers Civil Relief Act, the Home Mortgage Disclosure Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, except for failures to be in compliance which, individually or in the aggregate, have not had or would not have a material adverse effect on Buyer; permits, licenses, certificates of authority, orders and approvals are in full force and effect and to Buyers knowledge, no suspension or cancellation of any of them has been threatened in writing, except where such failure to have such permits, licenses, certificates of authority, orders and approvals in full force and effect, individually or in the aggregate, has not had or would not have a material adverse effect on Buyer; has received no written notification or communication from any Governmental Authority since January1, 2016, (A) asserting that Buyer or any Buyer 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 effect on Buyer, or (B)threatening to revoke any license, franchise, permit or governmental authorization, which revocations, individually or in the aggregate, would have a material adverse effect on Buyer, which has not been resolved to the satisfaction of the Governmental Authority which sent such notification or communication. 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.

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. 683 0 obj<>stream For purposes of this Agreement, Superior Proposal shall mean any bona fide written proposal (on its most recently amended or modified terms, if amended or modified) made by a third party to enter into an Acquisition Transaction on terms that the Seller Board determines in its good faith judgment, after consultation with and having considered the advice of outside legal counsel and Sellers Financial Advisor (i)would, if consummated, result in the acquisition of all, but not less than all, of the issued and outstanding shares of Seller common stock or all, or substantially all, of the assets of Seller and the Seller Subsidiaries on a consolidated basis; (ii)would result in a transaction that (A)involves consideration to the holders of the Seller Shares that is more favorable, from a financial point of view, than the consideration to be paid to Sellers shareholders pursuant to this Agreement, considering, among other things, the nature of the consideration being offered and any material regulatory approvals or other risks associated with the timing of the proposed transaction beyond or in addition to those specifically contemplated hereby, and which proposal is not conditioned upon obtaining additional financing and (B)is, in light of the other terms of such proposal, more favorable to Sellers shareholders than the Merger and the transactions contemplated by this Agreement; and (iii)is reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and other aspects of the proposal. xref Marguerita is a Certified Financial Planner (CFP), Chartered Retirement Planning Counselor (CRPC), Retirement Income Certified Professional (RICP), and a Chartered Socially Responsible Investing Counselor (CSRIC). Seller shall, as promptly as practicable following the effective date of the Registration Statement, establish a record date (if not set forth in the Registration Statement) for, duly call, give notice of, convene and hold a meeting of its shareholders (the . Sign the back of the certificate(s) as appropriate and forward those to the Patronage Department. Closing Transactions Required of Buyer, 9.03. For purposes of this Section3.01(ff), IIPI shall include any information relating to an identified or identifiable natural person. portion of the applicable plan year prior to such participation, and (ii)shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under Seller Compensation and Benefit Plans immediately prior to the Effective Time, or to any waiting period relating to such coverage. Only membership stock will be paid out. Inc. Randolph Farmers Cooperative St. Clair Farmers Cooperative St. Clair Farmers Cooperative-Pell City Taleecon Farmers Cooperative Talladega County Exchange Tennessee Valley The Chief Executive Officer of the Seller shall determine, subject to approval by the President and Chief Executive Officer of the Buyer, the Retention Employees eligible to receive retention. Generally, co-op boards may apply their own particular standards regarding which prospective tenants to deny or accept. The photographs document the statewide activities of this organization. Smythe Archives from Herzog & Co., Inc. Our Company is an Accredited Member of the Better Business Bureau, See Mr. Kersteins article in the Journal of Accountancy, issued by the American Institute of Certified Public Accountants. After a Stock Split, What Happens to Certificates? <>/Metadata 232 0 R/ViewerPreferences 233 0 R>> Preferred vs. Common Stock: What's the Difference? 6. Buyer in its sole discretion may elect to (i)have Seller terminate the Seller Subs 401(k) Plan (the Seller 401(k) Plan) immediately prior to the Effective Time and contingent upon the occurrence of the Closing by resolutions adopted by the boards of directors of Seller and Seller Sub, on terms acceptable to Buyer, or (ii)merge the Seller 401(k) Plan with and into the Buyers Employee Stock Ownership and 401(k) plan (the Buyer 401(k) Plan) after the Effective Time. The deposit and loan agreements of Buyer and Buyer Sub comply in all material respects with all applicable laws, rules and regulations. Copyright 2023 Farlex, Inc. | 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. We want to be able to show you accurate inventory and pricing information so you can find the products you are looking for at a location nearby. All. Stock Certificates Before Electronic Record Keeping. (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. 4 0 obj Today, you will typically not receive a stock certificate when you buy a stock; however, your broker will send you account statements of your portfolio that will list the stocks you own. Buyer and Buyer Sub acknowledge and agree that they have relied solely upon their own independent investigation and counsel before deciding to enter into this Agreement and the Merger and that none of Seller, Seller Sub, Sellers Financial Advisor, attorneys or representatives, or any other person has made or is making any express or implied representation or warranty other than those contained in Article Three. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. Permanent discontinuance of farming by the member.

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Further Assurances. 3. 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. The provisions of this Section6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. payments under this Section11.02 shall be made by wire transfer of immediately available funds to an account designated by Buyer. 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). Welcome to Scripophily.com - The Gift of History, Collecting the Past, Investing in the Future, Shipping is Free of Charge for any Order Delivered to Continental USA, Usually Ship Within 24 hours - FedEx Shipping Available. Dont be fooled by imitations. 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).
Bank Merger; Surviving Bank Corporation, ARTICLE TWO CONVERSION OF SHARES AND OPTIONS; SURRENDER OF CERTIFICATES, 2.04.

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