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Redsteer holds a Bachelor of Arts in history from the University of Washington, a Master of Arts in Native American studies from Montana State University and a Juris Doctor from Seattle University School of Law. Seller is the sole owner or, in the case of participated loans, a co-owner with the other participant(s), of all individually identifiable personal information (IIPI) relating to customers, former customers and prospective customers that will be transferred to Buyer pursuant to this Agreement and the other transactions contemplated hereby. 0000009143 00000 n Lockbox Payment Representations and Warranties of Seller and Seller Sub, ARTICLE FOUR REPRESENTATIONS AND WARRANTIES OF BUYER AND BUYER SUB, 4.01. 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. Seller and the Seller Subsidiaries do not maintain any foreign Seller Compensation and Benefit Plans. and will provide you with a brief profile of old companies whose original identities have been lost due to a change in name, merger, acquisition, dissolution, reorganization, bankruptcy or charter cancellation. Box 223795 If the company closed due to bankruptcy, then most likely the stock certificate will have no value. <>/Metadata 232 0 R/ViewerPreferences 233 0 R>> No holder of a Seller Dissenting Share shall be entitled to submit a letter of transmittal, and any letter of transmittal submitted by a holder of a Seller Dissenting Share shall be invalid, unless and until the demand for the payment of the fair value made in respect of such Seller Dissenting Share shall have been or is deemed to have been withdrawn. startxref The Board of Directors of Buyer Sub has duly adopted resolutions (i)approving this Agreement, the Bank Merger and the other transactions contemplated hereby and (ii)declaring that it is in the best interests of Buyer Sub and Buyer Subs sole shareholder that Buyer Sub enter into this Agreement. 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. 0000062263 00000 n Buyer and the Buyer Subsidiaries have been and are in compliance with (A)the applicable provisions of the Sarbanes-Oxley Act and the related rules and regulations promulgated thereunder and (B)the applicable listing and corporate governance rules and regulations of the Nasdaq, except where such non-compliance would not have a material adverse effect on Buyer. 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. Redemption of stock or revolvement of patronage refund allocation upon declaration by the respective Boards of Directors. Stock Cert Expert's old stock certificates research package will identify the current status and value for $24.95. Gale Group is a Thomson Corporation Company. You can learn more about the standards we follow in producing accurate, unbiased content in our. The Seller Appointee shall serve until the next annual meeting of the shareholders of Buyer, and Buyer shall include the Seller Appointee on the list of nominees for which Buyers Board of Directors shall solicit proxies at such meeting and subsequent meetings until the Seller Appointee has served at least a full three-year term, unless such person earlier resigns or is removed for cause in accordance with Buyers or Buyer Subs Articles of Incorporation and Bylaws, as applicable. evidence to the reasonable satisfaction of the Surviving Corporation that such Seller Certificate has been lost, wrongfully taken, or destroyed; such security or indemnity as reasonably may be requested by the Surviving Corporation to save it harmless (which may include the requirement to obtain a third party bond or surety); and. If you prefer to pay by check, please send the check and a copy of both sides of the certificate to: Scripophily.com if the approval of any Governmental Authority or Regulatory Authority required for consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement shall have been denied by final non-appealable action of such Governmental Authority or Regulatory Authority. Direct 703-579-4209 f you have any questions, please call our. Neither any Seller Pension Plan nor any Seller 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 Seller Pension Plan or Seller ERISA Affiliate Plan have been made on or before their due dates. 0000000016 00000 n xref | Without limiting the generality of the foregoing, Seller agrees that its obligations pursuant to this Section7.06 shall not be affected by the. RM Smythe Old Stock and Bond Research Service. For purposes of this Agreement, Acquisition Proposal shall mean any inquiry, offer or proposal (other than an inquiry, offer or proposal from Buyer), whether or not in writing, contemplating, relating to, or could reasonably be expected to lead to, an Acquisition Transaction. 0000003839 00000 n Fax 1.703.995.4422 or 703-904-0878, Scripophily.com Press Releases Notification of Sale Form (c.) $800 Escrow Fee payable to Becker & Poliakoff, LLP, the Escrow Agent 3. WebStock Certificate With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative. 78 44 If, at any time after the Effective Time, Buyer shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (i)vest, perfect or confirm, of record or otherwise, in Buyer its right, title or interest in, to or under any of the rights, properties or assets of Seller or Seller Sub, or (ii)otherwise carry out the purposes of this Agreement, Seller, Seller Sub and their officers and directors shall be deemed to have granted to Buyer and Buyer Sub an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in law or any other acts as are necessary or desirable to (a)vest, perfect or confirm, of record or otherwise, in Buyer or Buyer Sub its right, title or interest in, to or under any of the rights, properties or assets of Seller and Seller Sub or (b)otherwise carry out the purposes of this Agreement, and the officers and directors of Buyer and Buyer Sub are authorized in the name of Seller, Seller Sub or otherwise to take any and all such action. 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. However, each co-op board has different restrictions and may place conditions on transfers. A medallion signature guarantee is a special certification stamp that guarantees a signature that authorizes an authentic transfer of securities. 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 Community Reinvestment Act (the . Neither Seller nor any Seller Subsidiary is bound by or a party to any options, licenses or agreements of any kind with respect to any trademarks, service marks or trade names that it claims to own. In addition, Buyer will use its reasonable best efforts to maintain its listing on the Nasdaq Global Select Market. Further Assurances. The provisions of this Section6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. Walkaway Determination Date means the later of (i)the first date on which allnecessary bank regulatory approvals or non-objections have been received (disregarding any waiting period) or (ii)the date on which theSellers shareholders approve this Agreement. No Agreement Until Executed. Stock Certificates Before Electronic Record Keeping. |b. As soon as reasonably practicable following the date hereof, Buyer shall prepare, in consultation with Seller and with Sellers cooperation, mutually acceptable proxy material that shall constitute the Proxy Statement/prospectus relating to the matters to be submitted to the Seller shareholders at the Seller Meeting (such Proxy Statement/Prospectus and all amendments or supplements thereto, the . 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. Investopedia does not include all offers available in the marketplace. Taxes. Our affiliated company, Scripophily.com, is the Worlds #1 buyer and seller of Stock and Bond certificates. | The minimum information we need to start the process is the company name, state of incorporation, and the date the certificate was issued. 681 13 Borrower beware: Most co-op foreclosures get fast-tracked. (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. Counterparts. In the securities industry, the settlement period is the amount of time between the trade datewhen an order for a security is executed, and the settlement date when the trade is final. 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. Smythe Archives from Herzog & Co., Inc. Agreement to Vote Shares. 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. Legal decision intended to protect co-op may backfire. Buyer shall furnish to Seller promptly after such documents are available: (i)all reports, proxy statements or other communications by Buyer to its shareholders generally; and (ii)all press releases relating to any transactions. The shareholders of Seller shall have approved this Agreement by the Required Seller Vote. Representations and Warranties of Buyer and Buyer Sub, ARTICLE FIVE FURTHER COVENANTS OF SELLER, 5.10. These disclosures were made in writing by management to Sellers auditors and audit committee and a copy has previously been made available to Buyer. 8 WebThe third, Pennsylvania Farm Bureau Cooperative Association (PFB), was founded in 1934 and headquartered in Harrisburg, Pennsylvania. 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. P.O. All contributions required to be made under the terms of any Seller Compensation and Benefit Plan or Seller ERISA Affiliate Plan or any employee benefit arrangements under any collective bargaining agreement to which Seller or any Seller Subsidiary is a party have been timely made or have been reflected on the Seller Financial Statements. 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. If Buyer determines in its sole discretion not to merge the Seller 401(k) Plan into the Buyer 401(k) Plan and that the Seller 401(k) Plan should be terminated immediately prior to the Effective Time, Seller agrees to take all action necessary to have the Seller 401(k) Plan terminated immediately prior to the Effective Time; provided, that Buyer has delivered to Seller written notice of Buyers determination to terminate the Seller 401(k) Plan at least thirty (30)days prior to the Closing Date; and provided, further, that Buyer agrees that prior to such termination, Seller is permitted to amend the Seller 401(k) Plan, to the extent permitted under applicable law and guidance, to allow the rollover in kind of any outstanding plan loans held in participant accounts. In the event of any inconsistency between the statements in the body of this Agreement and those in the Seller Disclosure Schedule or the Buyer Disclosure Schedule (other than an exception expressly set forth as such in the Seller Disclosure Schedule or the Buyer Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control. At the Closing, Buyer shall cause all of the following to be delivered to Seller: At the Closing, Seller shall cause all of the following to be delivered to Buyer: NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. 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 . endobj 0000011155 00000 n 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. 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. This documentary-style series follows investigative journalists as they uncover the truth. ( PFB ), was founded in 1934 and headquartered in Harrisburg, Pennsylvania Farm Bureau Association... And may place conditions on transfers journalists as they uncover the truth due to,... 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