When the board decides upon the parameters for the preferred stock offering, it is important to examine what the local market will bear. The tenant does not own his unit outright; rather, he is simply leasing it from the corporation. 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). recommend against acceptance of a tender offer or exchange offer for outstanding Seller Shares that has been publicly disclosed (other than by Buyer or an affiliate of Buyer) within ten (10)business days after the announcement or commencement of such tender or exchange offer, in any such case whether or not permitted by the terms hereof, or (ii)recommended or endorsed an Acquisition Proposal, or failed to issue a press release announcing its opposition to such Acquisition Proposal within ten (10)business days after an Acquisition Proposal is publicly announced, or (iii)breached its obligations under Section7.06(e) or Section5.03 in any material respect; By Seller, if its Board of Directors so determines, by providing written notice to Buyer: if prior to the Closing Date, any representation and warranty of Buyer or Buyer Sub shall have become untrue such that the condition set forth at Section8.02(a) would not be satisfied and which breach has not been cured within thirty (30)calendar days following receipt by Buyer of written notice of breach or is incapable of being cured during such time period; if Buyer or Buyer Sub shall have failed to comply in any material respect with any covenant or agreement on the part of Buyer or Buyer Sub contained in this Agreement required to be complied with prior to the date of such termination, which failure to comply shall not have been cured within thirty (30)calendar days following receipt by Buyer of written notice of such failure to comply or is incapable of being cured during such time period; in connection with entering into a definitive agreement to effect a Superior Proposal after making a Seller Subsequent Determination in accordance with Section5.03(f); or, at any time during the five-day period commencing on the Walkaway Determination Date (the . 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. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Old stock certificates of companies that do not exist anymore may also still have value. |b.

Buyer, Buyer Sub, Seller, Seller Sub and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90)days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Department, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement. 0000010504 00000 n 0000002012 00000 n Corporate Authority. 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. Taxes. If we do not find any information regarding the old company being researched. 0000002532 00000 n 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. Certificated stock refers to commodity inventory that has been inspected and determined to be of basis grade for use in futures market trading. No waivers of any breach of this Agreement extended by Buyer to the Shareholder shall be construed as a waiver of any rights or remedies of Buyer with respect to any other shareholder of Seller who has executed an agreement substantially in the form of this Agreement with respect to Shares beneficially owned by such shareholder or with respect to any subsequent breach by the Shareholder or any other such shareholder of Seller.

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. 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. The date of the Closing is sometimes herein called the Closing Date.. 0000002240 00000 n material adverse effect on Buyer. enter into any agreement to do any of the foregoing. 10. Stock Cert Expert's old stock certificates research package will identify the current status and value for $24.95. 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. WebWe have been researching company stock and bond certificates since 1880 (142 Years). If Seller elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give prompt written notice to Buyer; provided that such notice of election to terminate may be withdrawn by Seller at any time within the aforementioned five-day period. All types of stock and patronage refund allocations will be redeemed. Conditions to the Obligations of Buyer and Buyer Sub, 8.02. 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. 401(k) Plan Matters; Other Benefit Plan Matters, 6.02. Chantilly, Virginia 90153, For a Flat Fee of $49.95 per company, we will serve as your.

Each party shall, upon request, furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority. Oz[5e?%*ZnPDC2xA[C_2R4:J9 A~aA[o8;n"mUa To settle the estate of a deceased member. Bob has been a Certified Public Accountant since 1978. All outstanding Seller 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. Index Price on a given date means the closing value of the Nasdaq Bank Index as reported on Bloomberg.com, or if not reported therein, in another mutually agreed upon authoritative source. The Parties agree that the remedy at law for any breach of the terms and conditions of this Agreement by them may be inadequate and that in addition to, and not in limitation of any other remedies that Buyer, Buyer Bank, Seller or Seller Sub may have at law or under this Agreement, Buyer, Buyer Bank, Seller or Seller Sub shall be entitled to specific performance or injunctive relief or other equitable relief from any court of competent jurisdiction from any breach or purported breach of this Agreement; provided, however, that no specific performance will be available to Buyer or Buyer Bank if Buyer has already received the Termination Fee. If you have a stock certificate that is extremely old of a company that still exists, that stock certificate is still valid and represents ownership in that company. Buyer agrees to permit Continuing Employees to rollover their account balances in the Seller 401(k) Plan to the Buyer 401(k) Plan, including the in-kind rollover of plan loans, which Buyer agrees in such event to administer according to their terms. Buyer Sub shall be the continuing and surviving bank corporation in the Bank Merger, shall continue to exist under the laws of the State of West Virginia and shall continue its separate corporate existence after the Effective Time. 0000002469 00000 n 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. 2 0 obj WebStock Tips Tomorrow 30 Sep | Nifty Live Chart | Share Trading Calls BSE Sensex soared 376.17 points or 1.46 percent to 26154.83 and the 50-share NSE Nifty rallied 105.60 This signals their long-term approach and commitment to responsible capital stewardship. Americas +1 212 318 2000. It states that a cooperative corporation has a direct remedy against that cooperative interest if such amounts are not paid. (b) Notwithstanding the provisions of Section5.03(a), Seller may take any of the actions described in clause (ii)of Section5.03(a) if, but only if, (i)Seller has received a bona fide unsolicited written Acquisition Proposal that did not result from a breach of this Section5.03; (ii) Sellers Board of Directors (the Seller Board) determines in good faith, after consultation with and having considered the advice of its outside legal counsel, that failure to take such actions would be reasonably likely to violate its fiduciary duties under applicable Kentucky law; (iii)Seller has provided Buyer with at least two (2)business days prior notice of such determination; and (iv)prior to furnishing or affording access to any information or data with respect to Seller or the Seller Subsidiaries or otherwise relating to an Acquisition Proposal, Seller receives from such person a confidentiality agreement with terms no less favorable to Seller than those contained in the confidentiality agreement between Seller and Buyer. 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. %%EOF The independent registered public accounting firm engaged to express its opinion with respect to the financial statements included in the Seller SEC Documents is, and has been throughout the periods covered thereby independent within the meaning of Rule 2-01 of Regulation S-X. As used in this Agreement, the term Surviving Bank Corporation refers to Buyer Sub at and after the Effective Time.

During the same period, Buyer shall promptly notify Seller of (i)the occurrence of any breach in any material respect of any of Buyers or Buyer Subs covenants contained in this Agreement, (ii)the occurrence of any event that may make the satisfaction of the conditions in this Agreement impossible or unlikely in any material respect or (iii)the occurrence of any event that is reasonably likely, individually or taken with all other facts, events or circumstances known to Buyer, to result in a material adverse effect with respect to Buyer. Copyright 2001, Gale Group. Cumulative sales for the three totaled $375 million. 1 0 obj However, cooperative ownership differs from other types of real estate ownership in that tenants own shares, or stock, in the co-op. Seller Dissenting Shares shall constitute no more than ten percent (10%) of the outstanding Seller Shares. Any Indemnified Party wishing to claim indemnification under Section6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure.

U.S. Armed Forces Leave Bond, 1946, 2.5% Interest Payable in 5 Years. If we do not find any information regarding the company we are researching, you are not charged. Appointment of Seller Director to Board of Directors; Advisory Board, ARTICLE SEVEN FURTHER OBLIGATIONS OF THE PARTIES, 7.06. 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.

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