Only membership stock will be paid out. 0000006109 00000 n Direct 1.703.787-3552 Saudi Arabia Hikes Oil Prices to Asia After OPEC+ Shock Cuts, Offshore Rig Contractor Vantage DrillingWeighs Sale, ECB Officials Rally Behind Call That Rate Hikes Will Soon End, US Service Gauge Falls More Than Expected as Demand Moderates, Feds Mester Says Rates Need to Move A Little Bit Higher, Police Shutter Genesis Dark Web Market and Arrest 119 People, Cheaper Mobile Plans Aim to Dislodge Complacent AT&T, Verizon Customers, Amazon Looks to Grow Diamonds in Bid to Boost Computer Networks, Japan Minister Vows Aid for Rapidus in Push for Advanced Chips, Vodafone Fields Approaches for $4 Billion Spain Unit, US Summoned Russias Ambassador Over Detention of WSJ Reporter, New York City Mayor Wanted Javits Center Used for Migrants, Hamptons Home Prices Fall for the First Time Since 2019, Switzerland to Cancel, Cut Top Credit Suisse Executives Bonuses, Masters Odds Suggest LIV Golfers Have Little Chance at Augusta, Music Royalties Firm HarbourView Hires Fifth Third Banker Cruz, Bitcoin Deserves Some Space in Your Portfolio, Watch Apple TVs Extrapolations for the Science, Not the Story, Ukraine Has Given the World a Blueprint to Fight Hunger, A Two-Century-Old Grain Trader Turnsto Food Science, Apples Complex, Secretive Gamble to Move Beyond China, Thanks to Putin, Business IsBooming for Germanys Defense Contractors, A Month After Her Very Public Firing, TAP Airline CEO Remains on the Job, Los Angeles Sued for Enriching Private Equity Firms at Prisoners Expense, More Than 34 Million Could Face Hunger by June in West Africa, IRC Says, TeslaLets Old Age Get the Best of Its Most Expensive Models, Texas State Bill TargetsLocal Tenant Protections Against Eviction, Chicagos Transit Chief Says Crime Is Hurting Ridership Rebound. The certificates of Seller and Seller Sub contemplated by Sections 8.01(a) and (b)of this Agreement. 0000002012 00000 n endobj Notwithstanding anything to the contrary contained in this Agreement and subject to the satisfaction of the conditions set forth in Article Eight, prior to the Effective Time, Buyer shall be entitled to revise the structure of the Merger described in Section1.01 hereof and/or the Bank Merger described in Section1.02 hereof, provided that (i)such modification does not prevent the rendering of the opinions contemplated by Sections 8.01(c) and 8.02(c); (ii) the consideration to be paid to the holders of Seller Shares under this Agreement is not thereby changed in kind, value or reduced in amount; and (iii)such modification will not delay materially or jeopardize receipt of any required regulatory approvals or other consents and approvals relating to the consummation of the Merger or the Bank Merger. Named Executive Officers deemed Voting Agreement Shareholders. 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.

Seller and Buyer agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Box 223795

shall cease to exist and no Buyer Shares, cash or other consideration shall be delivered in exchange therefor. Conditions to the Obligations of Seller and Seller Sub, 9.02. Counterparts. The single tax principle is applied to earnings from business conducted on a cooperative basis in reco gniti on of the unique re lationship between the membe rs and thei r co ope rati ve asso ciati ons . From and after the date hereof until the Expiration Date, the Shareholder, solely in his or her capacity as a shareholder of Seller, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or representative of, such Shareholder or any of his or her affiliates to (and, to the extent applicable to the Shareholder, such Shareholder shall use reasonable best efforts to prohibit any of his or her representatives or affiliates to), (a)initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b)participate in any discussions or negotiations regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to Seller or any Seller Subsidiary or otherwise relating to an Acquisition Proposal, (c)enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d)solicit proxies or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (e)initiate a shareholders vote or action by consent of Sellers shareholders with respect to an Acquisition Proposal, or (f)except by reason of this Agreement, become a member of a group (as such term is used in Section13(d) of the Exchange Act) with respect to any voting securities of Seller that takes any action in support of an Acquisition Proposal. P.O. Buyer or Buyer Sub shall vote or cause to be voted all Seller Shares owned by them directly or indirectly or for which they have voting authority as of the record date for the Seller Meeting in favor of this Agreement and the Merger. Closing Transactions Required of Seller, ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS, 10.01. startxref (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. WebAmendments. It may be possible to transfer co-op shares to beneficiaries via a living trust. You can learn more about the standards we follow in producing accurate, unbiased content in our. Each of the Buyer Subsidiaries has been duly organized and is validly existing under the laws of the jurisdiction of its 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 Buyer. banking organizations operating in the geographic regions in which the Seller or Buyer, as the case may be, conduct their business. Counterparts; Electronic Signatures, 12.03. Stock Certificates Have Gone With the Winds of Change. 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. The date and time at which the Merger shall become effective is referred to in this Agreement as the Effective Time.. The minimum information we need to start the process is the company name, state of incorporation, and the date the certificate was issued.

Neither any Buyer Pension Plan nor any Buyer ERISA Affiliate Plan has an accumulated funding deficiency (whether or not waived) within the meaning of Section412 of the Code or Section302 of ERISA and all required payments to the PBGC with respect to each Buyer Pension Plan and each Buyer ERISA Affiliate Plan have been made on or before their due dates. 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. The Buyer Shares to be issued in the Merger shall have been approved for listing on the Nasdaq Global Select Market subject to official notice of issuance. Stock in a co-op may be transferred upon death via a last will and testament. Non-Survival of Representations, Warranties and Covenants, 12.02. 0000029383 00000 n 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. A transfer of co-op shares via a will may still need to be approved by the co-op board after the testator's death. Any payment of the Termination Fee required to be made pursuant to this Section11.02 shall be made not more than two (2)business days after the date of the event giving rise to the obligation to make such payment, unless the Termination Fee is payable as a result of the termination of this Agreement by Seller pursuant to Section11.01(d)(iii), in which case, the Termination Fee shall be payable concurrently with such termination. Contact your stockbroker to search the stock's worth via its CUSIP number if the steps given earlier yield no results. 4. At this point you have pieced together the entire corporate history for the shares that you own! If the transfer agent requires for you to get p However, each co-op board has different restrictions and may place conditions on transfers. 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. For purposes of this Section3.01(ff), IIPI shall include any information relating to an identified or identifiable natural person. Webfarmers cooperative exchange stock certificate farmers cooperative exchange stock certificate Lecom Covid Vaccine Appointment, (e) Excess funds. Our Company is an Accredited Member of the Better Business Bureau and we are Rated A+ (Highest Rating). Section3.01(v) of the Seller Disclosure Schedule lists all of the material insurance policies, binders or bonds maintained by Seller or any Seller Subsidiary and a description of all material claims filed by Seller or any Seller Subsidiary against the insurers of Seller and the Seller Subsidiaries since December31, 2015. (a) 401(k) Plan Matters. The Walt Disney Company issued its last paper stock certificates in 2013. As of the date of this Agreement, no options to acquire Seller Shares (a . 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). Title: President and Chief Executive Officer, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and. material adverse effect on Buyer. 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. Is the company in business under a different name? stream 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. 1.02. All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. To Sellers knowledge, there has been no loss, damage, or unauthorized access, use, modification, or other misuse of any such IIPI by Seller, any Seller Subsidiaries or any other person. 7.06. hereby, in each case by Buyer and Buyer Sub, have been duly and validly taken 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. WebBecause transfers of co-op shares are generally subject to the co-op board's approval, a tenant may wish to speak the board about how he plans to pass his shares upon death prior to moving into the co-op. Registration Statement; Proxy Statement; Shareholders Meeting, Each of Seller and Buyer agrees, as to itself and its respective Seller Subsidiaries or Buyer Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i)the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, is filed with the SEC and at the time the Registration Statement becomes effective under the Securities Act, 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, and (ii)the Proxy Statement/Prospectus and any amendment or supplement thereto will, as of the date such Proxy, Subject to Section5.03 hereof, (i)the Seller Board shall recommend that Sellers shareholders vote to approve and adopt this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Sellers shareholders for consummation of the Merger and the transactions contemplated hereby (the Seller Board Recommendation), and (ii)the Proxy Statement/Prospectus shall include the Seller Board Recommendation. (v) Example 5. Further Assurances. 681 13 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 . From time to time and at any time prior to the Effective Time, this Agreement may be amended only by an agreement in writing executed in the same manner as this Agreement, after authorization of such action by the Boards of Directors of the Constituent Corporations; except that after the Seller Meeting, this Agreement may not be amended if it would violate the KBCA, WVBCA or the federal securities laws or the rules of the Nasdaq. In fact, we dont even charge you until our research is completed. Without the written consent of Seller, Buyer shall not, and shall cause each of the Buyer Subsidiaries not to, take any action that would have, individually or in the aggregate, a material adverse effect on Buyer or on the Surviving Corporation except, in each case, as may be required by applicable law or regulation. These disclosures were made in writing by management to Sellers auditors and audit committee and a copy has previously been made available to Buyer. Buyer shall have requested and received the written opinion of K&L Gates LLP (. 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. 0000001883 00000 n

Seller ERISA Affiliate Plan pursuant to Section401(a)(29) of the Code, and (y)has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result, in the imposition of a lien under Section412(n) of the Code or pursuant to ERISA that, individually or in the aggregate, would have a material adverse effect on Seller. As of the date of this Agreement, there are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any Seller Shares. 0000001176 00000 n Seller Shareholders Dissenters Rights, 2.06. Conditions to the Obligations of Buyer and Buyer Sub, 8.02. xref 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 . Smythe, and the Herzog & Co., Inc. obsolete research services, which have been performed continuously since 1880. (a) Seller shall not and shall cause Seller Sub and the respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents of Seller and Seller Sub (collectively, the Seller Representatives) not to, directly or indirectly, (i)initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as defined below); (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to Seller or the Seller Subsidiaries or otherwise relating to an Acquisition Proposal; (iii)release any person from, waive any provisions of, or fail to use reasonable best efforts to enforce any confidentiality agreement or standstill agreement to which Seller is a party; (iv)enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal; or (v)take any action to render the provisions of any Takeover Laws inapplicable to any person (other than Buyer or the Buyer Subsidiaries) or group in connection with any Acquisition Proposal. 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. Except as disclosed in Section4.01(t)(v) of the Buyer Disclosure Schedule, neither Buyer nor any Buyer Subsidiary has any obligations to provide retiree health and life insurance or other retiree death benefits under any Buyer Compensation and Benefit Plan, other than benefits mandated by Section4980B of the Code. Neither Seller nor the Seller Subsidiaries have any reason to believe that any facts or circumstances exist, which would cause the collection and use of such IIPI by Seller, the transfer of such IIPI to Buyer, and the use of such IIPI by Buyer as contemplated by this Agreement not to comply with all applicable privacy policies, the Fair Credit Reporting Act of 1970, as amended (the Fair Credit Reporting Act), the Gramm-Leach-Bliley Act of 1999 (the Gramm-Leach-Bliley Act) and all other applicable state, federal and foreign privacy laws, and any contract or industry standard relating to privacy. 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. 0000007634 00000 n Except as disclosed on Section4.01(t)(ix) of the Buyer Disclosure Schedule, and except for the Tax Cuts and Jobs Act of 2017 elimination of deductions for performance-based compensation, neither Buyer nor any Buyer Subsidiary maintains any compensation plans, programs or arrangements, the payments under which would not reasonably be expected to be deductible as a result of the limitations under Section162(m) of the Code and the regulations issued thereunder. Chantilly, Virginia 90153, For a Flat Fee of $49.95 per company, we will serve as your. Section4.01(o) of the Buyer Disclosure Schedule discloses as of December31, 2017 with respect to the Buyer and the Buyer Subsidiaries: (A)any Loan in the amount of $2,000,000 or more (, Subsidiary participates or to which any such Buyer Employees, Buyer Consultants, Buyer Officers or Buyer Directors are parties or (B)any Buyer ERISA Affiliate (as defined below) (collectively, the , Except in a manner that would not reasonably be expected to have a material adverse effect on Buyer, each Buyer Compensation and Benefit Plan has been operated and administered in accordance with its terms and with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, or any regulations or rules promulgated thereunder, and all filings, disclosures and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any other applicable law have been timely made. 683 0 obj<>stream (including e-mails or other electronic communications) unless (i)such materials constitute confidential information of the party making such offer or proposal under an effective confidentiality agreement, (ii)disclosure of such materials jeopardizes the attorney-client privilege or (iii)disclosure of such materials contravenes any law, rule, regulation, order, judgment or decree). 0! !lVT~| NU}S%*D(l@S`E{QicR;q[9]v@V0K219h$D^7d,EeH-*JR? p(AQZx/3,P;FE7D)$D#]_V23Qa8uMqjD'd/DDm t;L[J"?6`U$;.?Dyf$s"35 $dbz+&1 Hn;dg Ip)]:9h!Zr- N1 ""[vbq@XOR Officers and Directors Indemnification and Insurance, 6.07. applicable to Buyer or Buyer Sub or any of its or their properties; (B)the articles of incorporation or bylaws of Buyer or Buyer Sub; (C)any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their 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 Buyer or Buyer Sub; (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 Buyer or Buyer 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 Buyer; 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 Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer. 0000002965 00000 n Buyer and the Buyer Subsidiaries have filed all reports, registration statements, proxy statements and information statements required to be filed by Buyer or any of the Buyer Subsidiaries subsequent to December31, 2014 under the Securities Act or under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act with the SEC (together with all information incorporated therein by reference, the . Except as set forth on Schedule 2, the Shareholder hereby represents and warrants to Buyer as follows: 5. In the event the transactions contemplated by this Agreement are not consummated, Seller and Buyer shall return promptly all copies of the Information (including any electronic or paper copies, reproductions, extracts or summaries thereof) provided to the other, or certify to such other party hereto the complete destruction of such Information (whether in written form, electronically stored or otherwise); provided, however, that Buyer and Seller shall be permitted to retain back-up files created in accordance with their respective document retention and disaster recovery systems and policies. 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. Marcus & Millichap release apartment research report. Seller shall have requested and received the written opinion of Squire Patton Boggs (US) LLP, counsel to Seller (. Immediately prior to the Effective Time and subject to the occurrence of the Effective Time, Seller and Seller Sub shall, at the request of Buyer, freeze or terminate each other Seller Compensation and Benefit Plan as requested by Buyer subject to and in accordance with applicable law. 0000007161 00000 n 78 0 obj<> endobj The obligations of Buyer and Buyer Sub under this Agreement shall be subject to the satisfaction, or written waiver by Buyer prior to the Closing Date, of each of the following conditions precedent: The obligations of Seller and Seller Sub under this Agreement shall be subject to satisfaction, or written waiver by Seller prior to the Closing Date, of each of the following conditions precedent: The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: The closing (the Closing) of the transactions contemplated by this Agreement shall be held at Buyers main office in Wheeling, West Virginia, commencing at 9:00 a.m. local time, on a date mutually acceptable to Buyer and Seller, which date shall not be earlier than the third business day to occur after the last of the conditions set forth in Article Eight shall have been satisfied or waived in accordance with the terms of this Agreement (excluding conditions that, by their terms, cannot be satisfied until the Closing Date); provided that no such election, shall cause the Closing to occur on a date after that specified in Section11.01(b)(i) of this Agreement or after the date or dates on which any Governmental Authority or Regulatory Authority approval or any extension thereof expires, and provided further, that if Seller has delivered a termination notice pursuant to the provisions of Section11.01(d)(iv), the Closing Date shall be the third business day following delivery of the Buyer Top-up Notice, if any.

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