2017Pub. Copies of all resolutions adopted by the directors of each of Seller and Seller Sub (i)approving and adopting this Agreement, and approving 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 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, recommending that Sellers shareholders approve this Agreement and the transactions contemplated hereby (including the Merger), accompanied by a certificate of the secretary or the assistant secretary of each of Seller and Seller Sub, dated as of the Closing Date, and certifying (i)the date and manner of the adoption of each such resolution; and (ii)that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date.

For further rules as to the determination of the right to a deduction for dividends paid, under certain Should any such fact or condition require any change in the Buyer Disclosure Schedule, Buyer shall promptly deliver to Seller a supplement to the Buyer Disclosure Schedule specifying such change (Updated Buyer Disclosure Schedule); provided, however, that the. Bloomberg Chief Washington Correspondent Joe Mathieu delivers insight and analysis on the latest headlines from the White House and Capitol Hill, including conversations with influential lawmakers and key figures in politics and policy. A completed Transfer of Stock Ownership Form 2. WHEREAS, concurrently with the execution of this Agreement, Buyer, Wesbanco Bank, Inc., Seller and United Bank& Capital Trust Company have entered into an Agreement and Plan of Merger (as such agreement may be subsequently amended or modified, the Merger Agreement), providing for, among other things, the merger of Seller with and into Buyer (the Merger); WHEREAS, as of the date of this Agreement, the Shareholder beneficially owns and has sole voting power with respect to the number of Seller Shares, and holds other rights to acquire the number of Seller Shares, indicated on Schedule 1 attached hereto; WHEREAS, as used herein, the term Shares means all Seller Shares held by the Shareholder on the date of this Agreement and all Seller Shares that the Shareholder purchases, acquires the right to vote or acquires beneficial ownership of (as defined in Rule 13d-3 of the Exchange Act, but excluding Seller Shares held by the Shareholder in a fiduciary capacity) prior to the Expiration Date (as defined in Section2 below), whether by the exercise of any stock options or otherwise; WHEREAS, it is a condition to the willingness of Buyer to enter into the Merger Agreement that the Shareholder execute and deliver this Agreement; and. You can learn more about the standards we follow in producing accurate, unbiased content in our. Corporate Authority. Paris-France Socit Anonyme - RARE Certificate Once you complete the form below please click on add to shopping cart. Further Assurances. 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. 683 0 obj<>stream Old Stock & Bond Research R.M. ;s]}1)Y_u^uoLhJ]MgszzuY(f=1UC?N1xqO1k WebCooperative tax rules are a logical combination of the unique attributes of a cooperative and the income tax scheme in the Internal Revenue Code. trailer Fax 1.703.995.4422 or 703-904-0878, Scripophily.com Press Releases xref 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. 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. 0000010504 00000 n Prospective tenants may also look to their co-op lease to determine whether there are terms indicating that the board will not withold approval of transfers to certain beneficiaries upon the tenant's death. As of the date of this Agreement, there are no outstanding material contractual obligations of Buyer to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, Buyer. 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. To the community investor or co-op member, preferred stock has terms and restrictions that are similar to a certificate of deposit (CD) or money market at local banks. If you prefer to pay by check, please send the check and a copy of both sides of the certificate to: Scripophily.com 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 . 0000002532 00000 n For at least 400 years, when you purchased shares in a publicly traded company, you received a piece of paper to certify your ownership percentage. 0000010080 00000 n Seller and Seller Sub shall, and shall cause each of the Seller Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any person conducted heretofor with respect to any of the foregoing. the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a breach of or default (with or without notice or lapse of time or both) under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is bound, or any statute, rule or regulation to which the Shareholder or the Shareholders property or assets is subject. 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). Asia Pacific +65 6212 1000.

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. NO HIDDEN FEES! Before electronic record-keeping was available, stock certificates were a unique piece of work in their own right. WebContact coop attorney about closing instruction/fees for Seller; Prepare transfer forms; Provide lists of check cutting to Buyers attorney; Schedule the payoff bank in Except as disclosed in Section3.01(b)(iv) of the Seller Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Seller or Seller Sub are issued or outstanding.

Seller and Seller 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 Buyer, Buyer Sub, Buyers 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 Four. Buyer shall be the continuing and surviving corporation in the Merger, shall continue to exist under the laws of the State of West Virginia and shall be the only one of the Constituent Corporations to continue its separate corporate existence after the Effective Time. WebThis collection contains the photographic negatives generated by the Farmers Cooperative Exchange (FCX) of Raleigh, North Carolina from 1935-1985. As used in this Agreement, the term Surviving Bank Corporation refers to Buyer Sub at and after the Effective Time.

Box 223795

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. The idea to merge first arose in January 1960 at the annual meeting of the National Council of Farmer Cooperatives in Atlanta. All Loans that are classified as. 78 0 obj<> endobj If this Agreement is validly terminated by either Seller or Buyer pursuant to Section11.01, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of Seller, Seller Sub, Buyer or Buyer Sub, except (i)in accordance with Section10.01, (ii) that nothing contained herein shall relieve any party hereto from liability for any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement and (iii)as provided in paragraphs (b)-(f) below. 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. WebAlabama Farmers Cooperative is a regionally federated supply and marketing cooperative providing farmers a full range of supplies and services. 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. 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 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. (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. Depending on the co-op board, a current shareholder may be required to seek the board's approval before transferring shares to beneficiaries via a living trust. Each Continuing Employee shall be credited with years of service with Seller or Seller Sub for purposes of eligibility, vesting, entitlements to benefits and levels of benefits (but not for benefit accrual purposes under any defined benefit plan or agreement) in the employee benefit plans of Buyer, and shall retain the vacation accrual earned under Sellers vacation policy as of the Effective Time so that such Continuing Employee shall receive under Buyers vacation policy a vacation benefit no less than what such Continuing Employee had earned under Sellers vacation policy as of the Effective Time; provided, however, that any future accrual of benefits shall be in accordance with Buyers vacation policy, subject to carryover limitations applicable to such future accruals. Redemption of stock or revolvement of patronage refund allocation upon declaration by the respective Boards of Directors. 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. Notwithstanding the foregoing, the Shareholder may make Transfers (a)by will or by operation of law, in which case this Agreement shall bind the transferee, (b)in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations, subject to the transferees agreement in writing, in form and substance reasonably satisfactory to Buyer, to be bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, (c)to another shareholder of Seller who previously entered into a Voting Agreement with Buyer and (d)with Buyers prior written consent, such consent to be granted or withheld in Buyers sole discretion.

For purposes of clarification, and not by way of limitation, all Continuing Employees shall commence participation in Buyer 401(k) Plan as of the Effective Time, but such Continuing Employees shall not be eligible to participate in Buyers Defined Benefit Pension Plan (the . Bob is also a Chartered Global Management Accountant (CGMA), a member of the California Society of Certified Public Accountants, Virginia Society of Certified Public Accountants, and the American Institute of Certified Public Accountants. 1.02. Buyer has previously made available to Seller complete and correct copies of its and Buyer Subs lending policies. A medallion signature guarantee is a special certification stamp that guarantees a signature that authorizes an authentic transfer of securities. Buyer shall indemnify Seller and the Seller Subsidiaries for any losses, fees, expenses and charges incurred by Seller in connection with the termination of the Seller 401(k) Plan if the Merger is not consummated in accordance with the terms of this Agreement. Prior to taking any such action, Seller and Seller Sub shall provide Buyer with a copy of such resolutions or consent inconnection with such Seller 401(k) Plan termination, and shall consider any comments provided by Buyer in good faith. 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.

1 0 obj Notwithstanding the foregoing, the changing, qualifying or modifying of the Seller Board Recommendation or the making of a Seller Subsequent Determination by the Seller Board shall not change the approval of the Seller Board for purposes of causing any Takeover Laws to be inapplicable to this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby, including the Merger and the Bank Merger. Buyer (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 Buyer, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Buyer by others within those entities, and (y)has disclosed, based on its most recent evaluation prior to the date hereof, to Buyers outside auditors and the audit committee of Buyers Board of Directors (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) that are reasonably expected to adversely affect Buyers 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 Buyers internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Click Here to Order Old Copies of resolutions adopted by the directors of each of Buyer and Buyer Sub (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, accompanied by a certificate of the secretary or assistant secretary of each of Buyer and Buyer Sub, as applicable, dated as of the Closing Date, and certifying (i)the date and manner of adoption of each such resolution; and (ii)that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date.

WebAlexander Graham Bell signed letter - PASSCO Certified.

As of the date of this Agreement, no Seller Shares were held in Sellers treasury. If you have any questions, please call us toll free at 1-888-STOCKS6 or 703-787-3552 or send us an email to Old Company Research . Guinness World Records. Co-op boards have rules and regulations specific to each co-op, and the board may need to approve of share transfers depending on the lease terms or other circumstances. 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. 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.

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