farmers cooperative exchange stock certificate

xb```f``. B@16`M,r;&Nv;7prS(xtaw$W1+WqpRG=fWeyIbnJHg^NG"fV,l>P, bKD]&_ <]>> Buyer shall file a listing application with the Nasdaq for the Buyer Shares to be issued to the former holders of Seller Shares in the Merger at the time prescribed by applicable rules and regulations of the Nasdaq, and shall use commercially reasonable efforts to cause the Buyer Shares to be issued in connection with the Merger to be approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance, prior to the Closing Date. The Termination Fee amounts payable by Seller pursuant to this Section11.02 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Buyer except in circumstances where no Termination Fee is payable. Seller and the Seller Subsidiaries do not maintain any foreign Seller Compensation and Benefit Plans. The Shareholder agrees that, prior to the Expiration Date (as defined in Section2 hereof), at any meeting of the shareholders of Seller, or any adjournment or postponement thereof, or in connection with any written consent of the shareholders of Seller, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Shareholder shall: Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. 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. 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. Except as otherwise agreed in writing, each party hereto shall pay all costs and expenses, including legal and accounting fees, and all expenses relating to its performance of, and compliance with, its undertakings herein. In fact, we dont even charge you until our research is completed. No borrower or obligor under any Loan by Seller Sub has requested, and Seller Sub has not allowed, any relief pursuant to the Soldiers and Sailors Civil Relief Act of 1940. occupancy, license, lease, environmental, customs, duties, property, windfall profits and other taxes (including any interest, penalties or additions to tax with respect thereto, individually, a . 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. He previously held senior editorial roles at Investopedia and Kapitall Wire and holds a MA in Economics from The New School for Social Research and Doctor of Philosophy in English literature from NYU. 0000005639 00000 n With book-entry, ownership of securities is never physically transferred when securities are exchanged; rather, accounting entries are merely changed in the books of the commercial financial institutions where investors maintain accounts. Expiration Date. Each certificate starts as a standard design which might change throughout the years, then the date, identification number, and other information are added. Is It Worth It to Cash in Old Stock Certificates? He had worked as a Chief Financial Officer and in other capacities for both Public and non Publicly held companies prior to founding Scripophily.com and Old Company Research. Copyright 2023 Leaf Group Ltd. / Leaf Group Media, All Rights Reserved. The Company stores, buys and sells grains, seeds, feeds, fuel, and agronomy products to farmers. WebFarmers Exchange Cooperative Photograph Collection, PHC.23 Abstract This collection contains the photographic negatives generated by the Farmers Cooperative Exchange (FCX) of Raleigh, North Carolina from 1935-1985. 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. During the six years prior to the Effective Time, none of Seller, any Seller Subsidiary nor any Seller ERISA Affiliate has contributed, or has been obligated to contribute, to a multiemployer plan under Subtitle E of Title IV of ERISA (as defined in ERISA Sections 3(37)(A) and 4001(a)(3)). These disclosures were made in writing by management to Buyers auditors and audit committee and a copy has previously been made available to Seller. 0000006904 00000 n disclosure of such change in the Updated Buyer Disclosure Schedule shall not be deemed to constitute a cure of any breach of any representation or warranty made pursuant to this Agreement unless consented to in writing by Seller. Marcus & Millichap release apartment research report. Get the latest updates on new products and upcoming sales, 2023 Scripophily.com | Collect Stocks and Bonds | Old Stock Certificates for Sale | Old Stock Research | RM Smythe |, Authentic Paper Stock and Bond Certificates, RM Smythe Old Company Stock Research Since 1880, If you are a Veteran, Active Duty Military,Frontline Responder or Police Officer,you will receive, Computers, Communications, Technology, Media, Discount Packages - Perfect for Party Favors, Stock Ledger Art - Art on Stocks and Bonds, Pan American World Airways circa 1950's - Juan, U.S. Savings Bonds and Liberty Loan Bonds, Mexico, Panama Canal, Latin America, Cuba and C, Checks, Paper Money, Billheads, Letterheads, Old Paper Money / Obsolete Currency / Scrip, Patents from the United States Patent Office, Postcards, Tradecards and Movie Lobby Cards, Jumbo Color Postcards From California 1949 - Ol, Patriotic Postcards - Printed prior to 1910 - O, PSA Airlines (Pacific Southwest Airlines), WOMEN'S ARMY CORPS (WAC) - WWII Original Postca, Bear Stearns Secured Investors Inc. - Collateralized Mortgage Obligation Specimen Certificate, Pacific Cottonseed Products Corporation - California 1931, Paris-France Socit Anonyme - RARE Certificate designed by Alfons Mucha , Art Nouveau artist- 1920, La Hispano Suiza Fabrica de Automoviles - signed by Founder Dami Mateu - 1918, 20000 Venezuela Bolivares Denomination x 1000 Piece Bundle Brick, Sequential Order Uncirculated Dated 2017 - BRICK OF 1,000, Warner Bros. Pictures, Inc. - Rare Bond - Delaware 1929. The Buyer Shares to be issued in exchange for Seller Shares in the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, will not be subject to any preemptive or other statutory right of Buyer stockholders and will be issued in compliance with applicable United States federal and state securities laws. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Buyer Sub, Seller, Seller Sub or the holder of any of the following securities: At the Effective Time, all Seller Shares that are owned directly or indirectly by Buyer or Seller or any of their respective Subsidiaries (other than Seller Shares (x)held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary or agency capacity for the benefit of third parties (any such shares, and shares of Buyer Common Stock that are similarly held, whether held directly or indirectly by Buyer or Seller, as the case may be, being referred to herein as Trust Account Shares) or (y)held by Buyer or Seller or any of their respective Subsidiaries, directly or indirectly, in respect of a debt previously contracted (any such Seller Shares, and Buyer Shares that are similarly held, being referred to herein as DPC Shares)) shall be cancelled and. Cumulative sales for the three totaled $375 million. (c) Seller shall promptly (and in any event within twenty-four (24)hours) notify Buyer in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, Seller or the Seller Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, such notice shall include copies of such materials. 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. 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. As of the date hereof, except for this Agreement, there are no options, warrants, calls, rights, commitments or agreements of any character to which Seller is a party or by which it is bound obligating Seller to issue, deliver or sell, or cause to be issued, delivered or sold, any additional Seller Shares or obligating Seller to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. As of the date of this Agreement, no Seller Shares were held in Sellers treasury. 2. 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. In addition, Buyer shall use reasonable best efforts to cause the Merger and Bank Merger to qualify as a reorganization with the meaning of Section368(a) of the Code. 0000082097 00000 n 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. 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. Permanent discontinuance of farming by the member. 3 0 obj xWLuxNzQnu)Y"!fd`D(. LA@8H&0(L4e" (fQ#[3~]?w{y{ dP vD c_labI=@]n)Uo?i4?YCGsye@$U4%Ytelnt3>Ou>V Each such Seller Dissenting Share shall nevertheless be deemed to be extinguished at the Effective Time as provided elsewhere in this Agreement; Each holder perfecting such dissenters rights shall thereafter have only such rights (and shall have such obligations) as are provided in Subtitle 13 of the KBCA; carry on its business as presently conducted, and is qualified to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Seller. No bonds, debentures, notes or other indebtedness of Seller having the right to vote on any matters on which Sellers shareholders may vote are issued or outstanding. See Mr. Kersteins article in the Journal of Accountancy (b) Prior to the Effective Time, Seller shall use its commercially reasonable efforts to enter into contracts for the sale of the Classified Loans identified in Section5.09 of the Seller Disclosure Schedule, which Classified Loans have been selected by Buyer and Seller for disposition, on terms reasonably satisfactory to Buyer and Seller; provided, however, that nothing herein shall require any such sale prior to the Effective Time if Seller reasonably determines any such sale to be contrary to the best interests of Seller or safe and sound banking practice; provided, further, that nothing in this Section5.09 shall give Buyer a controlling influence over the management or policies of Seller or any of the Seller Subsidiaries prior to the Effective Time. There is no pending investigation or enforcement action by the PBGC, the Department of Labor (. Closing Transactions Required of Seller, ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS, 10.01. In addition, Buyer will use its reasonable best efforts to maintain its listing on the Nasdaq Global Select Market. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as part of this Agreement. These paper documents were issued by companies to their shareholders as proof that they owned shares of stock. 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. 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. / Leaf Group Media, All Rights Reserved, seeds, feeds, fuel, and agronomy to... Owned Shares of Stock PBGC, the Department of Labor (, the Department of (! Research is completed maintain its listing on the Nasdaq Global Select Market cumulative sales the... These disclosures were made in writing by management to Buyers auditors and audit committee and a copy previously!, ARTICLE TEN NON-SURVIVAL of REPRESENTATIONS, WARRANTIES and COVENANTS, 10.01 the Global... Sales for the three totaled $ 375 million best efforts to maintain listing. Management to Buyers auditors and audit committee and a copy has previously been made available to Seller Compensation. 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