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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). The certificates of Buyer and Buyer Sub contemplated by Section8.02(a) and (b)of this Agreement. Farmers Cooperative Creamery Company was founded in 1908. Agreement to Vote Shares. Vintage document is lightly aged and worn.If you have any questions do not If you would like to use this service, please go to the bottom of this page and complete the information to sign up on our secure server. WebStock Certificate With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative. 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. As used in this Agreement, the term Surviving Bank Corporation refers to Buyer Sub at and after the Effective Time. This arrangement may lead to tight restrictions regarding what a tenant may do with his shares. Seller Board has approved and directed that Seller, as the sole shareholder of Seller Sub, provide its written consent to the Bank Merger. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an originally executed copy of this Agreement. Accordingly, if Seller fails promptly to pay any amount due pursuant to this Section11.02 and, in order to obtain such payment, Buyer commences a suit which results in a judgment against Seller for the amount set forth in this Section11.02, Seller shall pay to Buyer its costs and expenses (including reasonable attorneys fees and expenses) in connection with such suit, together with interest on the amount of the Termination Fee at a rate per annum equal to three-month LIBOR (as reported in The Wall Street Journal (Northeast edition), or if not reported therein, in another authoritative source selected by the party to which the payment is due) plus 200 basis points as in effect on the date such payment was required to be made. Any reference to, The authorized capital of Seller consists solely of 14,608,000 Seller Shares, of which 7,517,893 Seller Shares were issued and outstanding as of March1, 2018. 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. This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns (including successive, as well as immediate, successors and permitted assigns) of the parties hereto. 3 0 obj
If the transfer is for a The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and the Shareholder expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against the Shareholder, in addition to any other remedy that Buyer may have at law or in equity. Bob Kerstein, CPA, CGMA is the Founder and CEO. The Walt Disney Company issued its last paper stock certificates in 2013. In this case, if the shares were transferred to a living trust and not a person, it may violate that provision in the co-op requirements. We have been researching company stock and bond certificates since 1880 (142 Years).We stand behind our products and services. REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER SUB. 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. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. 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). Generally, co-op boards may apply their own particular standards regarding which prospective tenants to deny or accept. Buyer and Seller each hereby agrees to deliver certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable counsel to deliver the legal opinions contemplated by Sections 8.01(c) and 8.02(c), which certificates shall be effective as of the date of such opinions. Fax 703-995-4422. 11. Conditions to the Obligations of Buyer and Buyer Sub, 8.02. If you rather pay by check or send us your credit card information by mail, you can print out our Fax and Mail Order Form by Clicking Here. payments under this Section11.02 shall be made by wire transfer of immediately available funds to an account designated by Buyer. This Agreement may be terminated and the Merger and the Bank Merger abandoned at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the shareholders of Seller: by Buyer, if the Board of Directors of Seller shall have (i)failed to recommend in the Proxy Statement/Prospectus that the shareholders of Seller approve this Agreement, or withdrawn, modified or qualified such recommendation in a manner adverse to Buyer, or resolved to do so, or failed to publicly reaffirm such recommendation within three (3)business days after Buyer requests in writing that such action be taken, or failed to. Anything contained in this Agreement or elsewhere to the contrary notwithstanding, if any holder of an outstanding Seller Share who is entitled to demand and properly demands payment of the fair value of such Seller Share in accordance with Section271B.13-210 of the KBCA and which holder has not voted in favor of the Merger and otherwise complied with the provisions of Subtitle 13 of the KBCA to become a Dissenter as defined therein (each a Seller Dissenting Share), then such Seller Dissenting Share shall not be converted into the right to receive the Merger Consideration, and instead: Seller shall give Buyer (i)prompt notice of any written demands for payment of fair value of any Seller Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KBCL and received by Seller relating to shareholders dissenters rights and (ii)the opportunity to participate in all negotiations and proceedings with respect to demands under the KBCL consistent with the obligations of Seller thereunder. 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. This documentary-style series follows investigative journalists as they uncover the truth. 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. 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. No payment of the Termination Fee under this Section11.02 shall limit in any respect any rights or remedies available to Buyer relating to any breach or failure of Seller to perform any covenant or agreement set forth in Section5.03 resulting, directly or indirectly, in the right to receive the Termination Fee under this Section11.02. With respect to each material Seller Compensation and Benefit Plan, if applicable, Seller has provided or made available to Buyer, true and complete copies of the existing: (A)Seller 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 Form5310, Form 5310A, Form 5300 or Form5330 filed within the past year with the IRS. Stock Cert Expert's old stock certificates research package will identify the current status and value for $24.95. Do With his Shares included vital information such as: the shareholders name reasonably and promptly... As they uncover the truth and bond certificates since farmers cooperative exchange stock certificate ( 142 Years ).We stand our! 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