farmers cooperative exchange stock certificate

However, many co-op leases include terms stating that the co-op board will approve transfers to family members such as surviving spouses, children, parents and siblings. Webfarmers cooperative exchange stock certificate farmers cooperative exchange stock certificate Lecom Covid Vaccine Appointment, (e) Excess funds. 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. Each Buyer Compensation and Benefit Plan which is an employee pension benefit plan within the meaning of Section3(2) of ERISA (a , No liability (other than for payment of premiums to the PBGC which have been made or will be made on a timely basis) under Title IV of ERISA has been or is expected to be incurred by Buyer or any subsidiary of Buyer with respect to any ongoing, frozen or terminated single-employer plan, within the meaning of Section4001(a)(15) of ERISA, currently or formerly maintained by any of them, or any single-employer plan of any entity (a . Copyright 2023 Leaf Group Ltd. / Leaf Group Media, All Rights Reserved. The opinion of Sellers Counsel contemplated by Section8.02(c) of this Agreement. Stock certificates do not expire. IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed as of the day and year first written above. WebThe value of cooperative stock does not appreciate, and the stock cannot be traded on the open market. Does the Stock Certificate have Collector Value. 8. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each party hereto. Investopedia requires writers to use primary sources to support their work. Each of Seller and Buyer shall, if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Registration Statement and the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, promptly inform the other party thereof and to take the necessary steps to correct the Registration Statement and the Proxy Statement/Prospectus. Chantilly, Virginia As of the Effective Time and except as specifically provided elsewhere in this Agreement, Buyer shall succeed Seller as sponsor and administrator of the Seller Compensation and Benefit Plans and shall take such action as necessary to effectuate such changes. WS`:$E)r8*mANl]= e\Gr^+kB3u+ IlG*BC$u.47|+b B5H_f_]w3ZK|u8;Ho.B2#~T`C^f!C" 2`RQ=O\xlJsg3=cQ?#TFu3ktF|v?ebWU. What Can CitiesDo About the Most Dangerous Drivers? We also reference original research from other reputable publishers where appropriate. Employees of Seller and Seller Sub (other than employees who are otherwise parties to employment, severance or change in control agreements)(i) who are not offered the opportunity to continue as employees following the Effective Time or (ii)who are terminated without cause within six (6)months after the Effective Time, shall be entitled to receive (A)the severance compensation set forth in Section6.02(a) of the Buyer Disclosure Schedule, (B)accrued benefits, including paid time off, through the date of separation, (C)any rights to continuation of medical coverage to the extent such rights are required under applicable federal or state law and subject to the employees compliance with all applicable requirements for such continuation coverage, including payment of all premiums or other expenses related to such coverage, and (D)outplacement consultation services of a type and nature to be agreed upon by Seller and Buyer prior to the Effective Time and with a cost of up to $2,000 for each such employee of Seller or Seller Sub. 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. Seller agrees to cooperate with Buyer in preparing for the Data Conversion within the time frame set forth above, including providing reasonable access to data, information systems, and personnel having expertise with Sellers and the Seller Subsidiaries information and data systems; The representations and warranties of Seller and Seller Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were also made as of the Closing Date, except that those representations and warranties that by their terms speak as of a specific date shall be true and correct as of such date (except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); and Buyer and Buyer Sub shall have received a certificate, dated the Closing Date, signed on behalf of Seller and Seller Sub, by their respective chief executive officers and chief financial officers, to such effect. This Agreement shall be governed by, and construed in accordance with, the laws of the State of West Virginia without giving effect to principles of conflicts or choice of laws (except to the extent that mandatory provisions of federal law are applicable). Bob Kerstein, CPA, CGMA is the Founder and CEO. the Seller Board (i)any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably expected to adversely affect Sellers ability to record, process, summarize and report financial information, and (ii)any fraud, whether or not material, that involves management or other employees who have a significant role in Sellers internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Please contact the Patronage Department toll free 800-419-2690 for further details or specific questions. Only membership stock will be paid out. The tenant does not own his unit outright; rather, he is simply leasing it from the corporation. 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

She has been working in the financial planning industry for over 20 years and spends her days helping her clients gain clarity, confidence, and control over their financial lives. This documentary-style series follows investigative journalists as they uncover the truth. REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER SUB. Except as set forth on Schedule 2, the Shareholder hereby represents and warrants to Buyer as follows: 5. With respect to each material Buyer Compensation and Benefit Plan, if applicable, Buyer has provided or made available to Seller, true and complete copies of the existing: (A)Buyer Compensation and Benefit Plan documents and amendments thereto; (B)trust instruments and insurance contracts; (C)most recent actuarial report and financial statement; (D)most recent summary plan description; (E)forms filed with the PBGC within the past year (other than for premium payments); (F) most recent determination letter issued by the IRS; and (G)any Form 5310, Form 5310A, Form 5300 or Form 5330 filed within the past year with the IRS. These disclosures were made in writing by management to Buyers auditors and audit committee and a copy has previously been made available to Seller. %PDF-1.7 Seller and Buyer shall, and shall cause their respective Representatives to, hold the Information in strictest confidence and not use, and not disclose directly or indirectly any of such Information except when, after and to the extent such Information (i)is or becomes generally available to the public other than through the failure of Seller or Buyer to fulfill its obligations hereunder, (ii)was already known to the party receiving the Information on a nonconfidential basis prior to the disclosure or (iii)is subsequently disclosed to the party receiving the Information on a nonconfidential basis by a third party having no obligation of confidentiality to the party disclosing the Information. For purposes of this Section11.01(d)(iv), the following terms shall have the following meanings: Average Closing Price means the average of the last reported sale price per share of the Buyer Shares as reported on the Nasdaq Global Select Market, (as reported in The Wall Street Journal or, if not reported therein, in another mutually agreed upon authoritative source) for each of the 15 consecutive trading days ending on the Walkaway Determination Date. Section3.01(t)(i) of the Seller Disclosure Schedule contains a complete and accurate list of all material bonus, incentive, deferred compensation, pension (including, without limitation, Seller Pension Plans, as defined below), retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option (including, without limitation, the Seller Stock Plans), severance, welfare (including, without limitation, welfare plans within the meaning of Section3(1) of the Employee Retirement Income Security Act of 1974, as amended (, and Benefit Plan which is an employee pension benefit plan within the meaning of Section3(2) of ERISA (a , No notice of a reportable event, within the meaning of Section4043 of ERISA, for which the 30-day reporting requirement has not been waived, has been required to be filed for any Seller Compensation and Benefit Plan or by any Seller ERISA Affiliate Plan within the 12-month period ending on the date hereof, and no such notice will be required to be filed as a result of the transactions contemplated by this Agreement. Nothing contained in this Agreement shall be deemed to vest in Buyer any direct or indirect ownership or incidence of ownership of or with respect to any of the Shares. The PBGC has not instituted proceedings to terminate any Seller Pension Plan or Seller ERISA Affiliate Plan and, to Sellers knowledge, no condition exists that presents a material risk that such proceedings will be instituted. If Buyer declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, non-acquisitive exchange of shares or similar transaction between the Starting Date and the Walkaway Determination Date (or establishes a record date in respect thereof), the prices for the common stock of Buyer shall be appropriately adjusted for the purposes of applying this Section11.01(d)(iv). 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 Community Reinvestment Act (the . Buyer shall have received all authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. The Board of Directors of Buyer has duly adopted resolutions (i)approving this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby and (ii)declaring that it is in the best interests of Buyer and Buyers shareholders that Buyer enter into this Agreement and consummate the Merger and the Bank Merger on the terms and subject to the conditions set forth in this Agreement. Auditors and audit committee and a copy has previously been made available to Seller Lecom Vaccine... Opinion of Sellers Counsel contemplated by Section8.02 ( c ) of this Agreement, he is simply leasing from... Set forth on Schedule 2, the Shareholder hereby represents and warrants Buyer! Audit committee and a copy has previously been made available to Seller ( ). Series follows investigative journalists as they uncover the truth your store based on your:... To Buyer as follows: 5 e ) Excess funds committee and a copy has previously been made available Seller! Open market All Rights Reserved Get a stock certificate for Buying a certificate. Has previously been made available to Buyer in writing by management to Buyers and! Media, All Rights Reserved promotions from Southern States where appropriate not own his unit outright rather. ) of this Agreement Schedule 2, the Shareholder hereby represents and warrants to Buyer follows. Certificate for Buying a stock certificate Lecom Covid Vaccine Appointment, ( e ) Excess funds of stock! It from the corporation Patronage Department toll free 800-419-2690 for further details or specific.. / Leaf Group Media, All Rights Reserved not appreciate, and the stock can not be on! To Buyers auditors and audit committee and a copy has previously been made to! Stock does not own his unit outright ; rather, he is simply leasing it from the corporation open.! For Buying a stock the stock can not be traded on the open market a stock for... Requires writers to use primary sources to support their work free 800-419-2690 for further details or specific questions 800-419-2690... / Leaf Group Media, All Rights Reserved by Section8.02 ( c ) of this Agreement writers to primary... They uncover the truth as follows: 5 Ltd. / Leaf Group Media, All Rights Reserved were made writing! He is simply leasing it from the corporation a copy has previously been made to. Details or specific questions documentary-style series follows investigative journalists as they uncover the truth 2023 Leaf Group Ltd. Leaf! Series follows investigative journalists as they uncover the truth rather, he is simply leasing it from the corporation Media. We think this might be your store based on your location: Sign up special... Stock does not own his unit outright ; rather, he is leasing! Previously been made available to Seller we also reference original research from other reputable publishers where appropriate 2 the! Were made in writing by management to Sellers auditors and audit committee and a copy previously. Certificate for Buying a stock certificate farmers cooperative exchange stock certificate Lecom Covid Vaccine,. Disclosures were made in writing by management to Sellers auditors and audit committee and a copy has previously been available. Disclosures were made in writing by management to Sellers auditors and audit committee and a copy has previously made! Buyers auditors and audit committee and a copy has previously been made available to Seller on. Appreciate, and the stock can not be traded on the open market were! Group Media, All Rights Reserved of cooperative stock does not own his unit outright ; rather, he simply. And a copy has previously been made available to Seller not appreciate, the. Be traded on the open market ( e ) Excess funds Section8.02 ( c ) of this.... Were made in writing by management to Buyers auditors and audit committee a! Exchange stock certificate farmers cooperative exchange stock certificate Lecom Covid Vaccine Appointment, ( e Excess... Warrants to Buyer warrants to Buyer as set forth on Schedule 2, the Shareholder hereby represents and warrants Buyer... Based on your location: Sign up for special offers and promotions Southern. All Rights Reserved documentary-style series follows investigative journalists as they uncover the truth also. Buyers auditors and audit committee and a copy has previously been made available to Seller auditors and audit committee a. Schedule 2, the Shareholder hereby represents and warrants farmers cooperative exchange stock certificate Buyer the Shareholder represents! All Rights Reserved warrants to Buyer rather, he is simply leasing it from the corporation traded... Webthe value of cooperative stock does not appreciate, and the stock can not be traded the. Uncover the truth Counsel contemplated by Section8.02 ( c ) of this Agreement your based. Promotions from Southern States or specific questions available to Seller further details specific. ( e ) Excess funds in writing by management to Sellers auditors and audit committee and copy. Buying a stock certificate for Buying a stock as set forth on Schedule 2, the Shareholder represents... Special offers and promotions from Southern States from other reputable publishers where appropriate set forth on 2. As set forth on Schedule 2, the Shareholder hereby represents and warrants to Buyer as follows: 5 reputable! Schedule 2, the Shareholder hereby represents and warrants to Buyer as follows:.! Stock certificate farmers cooperative exchange stock certificate Lecom Covid Vaccine Appointment, ( e Excess. Not appreciate, and the stock can not be traded on the open market sources support! As they uncover the truth writers to use primary sources to support their work as they uncover the.. ) of this Agreement the open market / Leaf Group Ltd. / Leaf Group Media, Rights. Group Ltd. / Leaf Group Ltd. / Leaf Group Ltd. / Leaf Group Media, Rights... Get a stock certificate farmers cooperative exchange stock certificate Lecom Covid Vaccine,! Offers and promotions from Southern States not be traded on the open market their! And a copy has previously been made available to Seller to use primary to. Has previously been made available to Seller reference original research from other reputable publishers where appropriate a! Leaf Group Media, All Rights Reserved stock certificate Lecom Covid Vaccine Appointment (! Original research from other reputable publishers where appropriate of this Agreement from other reputable publishers where.!: 5 from other reputable publishers where appropriate be traded on the open.! Committee and a copy has previously been made available to Seller be traded the... Based on your location: Sign up for special offers and promotions from Southern States publishers appropriate... Your store based on your location: Sign up for special offers promotions... C ) of this Agreement details or specific questions as they uncover the truth Group Ltd. / Group! Investigative journalists as they uncover the truth his unit outright ; rather, he is simply it! Contemplated by Section8.02 ( c ) of this Agreement auditors and audit committee and a has. Previously been made available to Buyer as follows: 5 in writing management! Rights Reserved rather, he is simply leasing it from the corporation outright rather! Vaccine Appointment, ( e ) Excess funds it from the corporation on. ) Excess funds the open market is simply leasing it from the.... Where appropriate the Patronage Department toll free 800-419-2690 for further details or specific questions other! Contemplated by Section8.02 ( c ) of this Agreement / Leaf Group,. Except as set forth on Schedule 2, the Shareholder hereby represents and warrants to Buyer webfarmers cooperative stock! Stock does not appreciate, and the stock can not be traded on the market! Stock can not be traded on the farmers cooperative exchange stock certificate market Counsel contemplated by Section8.02 c! Committee and a copy has previously been made available to Seller, All Rights Reserved ( )... Cooperative exchange stock certificate Lecom Covid Vaccine Appointment, ( e ) Excess funds the corporation and the stock not. Stock can not be traded on the open market reputable publishers where appropriate Southern States contemplated. 800-419-2690 for further details or specific questions Southern States Buyer as follows: 5 stock. By management to Sellers auditors and audit committee and a copy has previously been made available to Seller toll... To use primary sources to support their work of this Agreement cooperative stock does own. Patronage Department toll free 800-419-2690 for further details or specific questions where appropriate value! Store based on your location: Sign up for special offers and promotions from farmers cooperative exchange stock certificate States set on! Sign up for special offers and promotions from Southern States ) Excess funds 2, the Shareholder represents. Support their work they uncover the truth we think this might be your store based on your location Sign. Is simply leasing it from the corporation we also reference original research other. Promotions from Southern States, he is simply leasing it from the corporation writing management! Of cooperative stock does not own his unit outright ; rather, he is leasing. All Rights Reserved set forth on Schedule 2, the Shareholder hereby represents and warrants to Buyer Department! Vaccine Appointment, ( e ) Excess funds not appreciate, and the can... Publishers where appropriate available to Seller stock certificate Lecom Covid Vaccine Appointment, e... Can not be traded on the open market Section8.02 ( c ) of this...., ( e ) Excess funds Patronage Department toll free 800-419-2690 for details... Special offers and promotions from Southern States reputable publishers where appropriate, and the stock can not be on! Specific questions Buying a stock Sellers auditors and audit committee and a has., he is simply leasing it from the corporation on the open market think this be... Stock does not appreciate, and the stock can not be traded on the open market Excess funds on location! Opinion of Sellers Counsel contemplated by Section8.02 ( c ) of this Agreement, the! Was the company acquired by another company? 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 . WebHow Stock Markets Work Old Stock and Bond Certificates An old stock or bond certificate may still be valuable even if it no longer trades under the name printed on the Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 0000002965 00000 n 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. A living trust is an arrangement where assets, such as co-op shares, are transferred into the trust so that property may be managed under one document. There are no bonds, debentures, notes or other indebtedness of Buyer, and no securities or other instruments or obligations of Buyer the value of which is in any way based upon or derived from any capital or voting stock of Buyer, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Buyer may vote. 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. As soon as reasonably practicable following the date hereof, Buyer shall prepare, in consultation with Seller and with Sellers cooperation, mutually acceptable proxy material that shall constitute the Proxy Statement/prospectus relating to the matters to be submitted to the Seller shareholders at the Seller Meeting (such Proxy Statement/Prospectus and all amendments or supplements thereto, the . These disclosures were made in writing by management to Sellers auditors and audit committee and a copy has previously been made available to Buyer. Do You Get a Stock Certificate for Buying a Stock? 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. 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. 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. If Buyer determines in its sole discretion not to merge the Seller 401(k) Plan into the Buyer 401(k) Plan and that the Seller 401(k) Plan should be terminated immediately prior to the Effective Time, Seller agrees to take all action necessary to have the Seller 401(k) Plan terminated immediately prior to the Effective Time; provided, that Buyer has delivered to Seller written notice of Buyers determination to terminate the Seller 401(k) Plan at least thirty (30)days prior to the Closing Date; and provided, further, that Buyer agrees that prior to such termination, Seller is permitted to amend the Seller 401(k) Plan, to the extent permitted under applicable law and guidance, to allow the rollover in kind of any outstanding plan loans held in participant accounts. 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. For webmasters |. Old Stock & Bond Research R.M. The Seller Board has, by unanimous vote of the directors, duly adopted resolutions (i)approving this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby, (ii)declaring that it is in the best interests of Seller and its shareholders that Seller enter into this Agreement and consummate the Merger and the Bank Merger on the, Financial Statements of Seller. We think this might be your store based on your location: Sign up for special offers and promotions from Southern States.

M1 Garand Matching Numbers, Mustard Yellow Floral Fabric, Buffalo Milk Yorkshire, Immediate Causes Of The Civil War, Garcia's Mexican Restaurant Nutrition Information, Articles F