farmers cooperative exchange stock certificatefarmers cooperative exchange stock certificate

Seller shall promptly provide to Buyer any non-public information regarding Seller or the Seller Subsidiaries provided to any other person which was not previously provided to Buyer, such additional information to be provided no later than the date of provision of such information to such other party. In turn, parents would often frame a certificate and hang it in a child's room. 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. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. WebAgreement and Plan of Merger dated April 19, 2018 by and between Wesbanco, Inc., Wesbanco Bank, Inc., Farmers Capital Bank Corporation and United Bank & Capital Trust Company from FARMERS CAPITAL BANK CORP Asia Pacific +65 6212 1000. Except as set forth on the Seller Disclosure Schedule (with specific reference to the Section or Subsection of this Agreement to which the information stated in such disclosure relates, provided that any fact, item, contract, agreement, document or instrument listed or described, and any information disclosed, in any Section or Subsection thereof shall be deemed listed, described, and disclosed in all other applicable Sections and Subsections even though not expressly set forth in such other Section(s) or subsections(s)), Seller and Seller Sub hereby jointly and severally represent and warrant to Buyer and Buyer Sub as follows: Seller is a Kentucky corporation and registered as a financial holding company under the Bank Holding Company Act of 1956 (the BHC Act). 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. As a result of the Bank Merger, the outstanding shares of capital stock of Seller Sub shall be converted in the manner provided in Section2.06. Will Kenton is an expert on the economy and investing laws and regulations.

In fact, we dont even charge you until our research is completed. Investopedia does not include all offers available in the marketplace. Buyer and Seller acknowledge that the agreements contained in this Section11.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer would not enter into this Agreement. 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. 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 . 0000006109 00000 n There is no pending investigation or enforcement action by the PBGC, the Department of Labor (. 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. 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 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. The trustee of the trust manages the property in the trust. Nothing contained herein shall be deemed to permit any action that may be proscribed by this Agreement. If the stockholder is deceased, the surviving spouse or the executor of the estate may endorse the certificates and a copy of the certified death certificate and proof of executorship is also required. Counterparts; Electronic Signatures, 12.03. Seller and Buyer agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. 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. 2017Pub. 0000006666 00000 n All of the covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the respective parties and their permitted successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the Shareholder hereunder may be assigned without the prior written consent of Buyer. Non-Survival of Representations, Warranties and Covenants, 12.02. 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. Today, securities are recorded almost exclusively electronically using a process known as book-entry form. If the transfer is for a P.O. Each holder of Seller Shares who would otherwise be entitled to receive a fractional Buyer Share shall instead receive from the Exchange Agent an amount of cash, without interest, equal to the product obtained by multiplying (a)the fractional Buyer Share (rounded to the nearest thousandth when expressed in decimal form) interest to which such holder (after taking into account all Seller Shares held at the Effective Time by such holder) would otherwise be entitled by (b)the Average Closing Price (as defined in Section11.01(d)(iv)). The Board of Directors of Seller Sub has, by unanimous vote of the directors, duly adopted resolutions approving this Agreement and the Bank Merger and the other transactions contemplated hereby. endobj Redemption of stock or revolvement of patronage refund allocation upon declaration by the respective Boards of Directors. %%EOF Nothing in this Section6.02 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law. Section3.01(n) of the Seller Disclosure Schedule lists and describes all real property, and any leasehold interest in real property, owned or held by Seller or the Seller Subsidiaries and used in the business of Seller and the Seller Subsidiaries (collectively, the Seller Real, No Conflict. All corporate actions of Buyer and Buyer Sub necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated, As of April6, 2018, the authorized capital stock of Buyer consisted of 100,000,000 Buyer Shares, of which 46,559,718 Buyer Shares were issued and outstanding (giving effect to Buyers acquisition of First Sentry Bancshares, Inc., which closed on April5, 2018) and no Buyer Shares were held in treasury by Buyer, and 1,000,000 preferred shares, no par value per share, of which no shares were outstanding. 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. Any party to this Agreement may, by notice given in accordance with this Section12.01, designate a new address for notices, requests, demands and other communications to such party.

IN WITNESS WHEREOF, this Agreement and Plan of Merger has been executed on behalf of Buyer, Buyer Sub, Seller and Seller Sub to be effective as of the date set forth in the first paragraph above. In addition, Continuing Employees who become eligible to participate in a Buyer Compensation and Benefit Plan following the Effective Time (i)shall receive full credit under such plans for any deductibles, co-payments and out-of-pocket expenses incurred by such employees and their respective dependents under the applicable Seller Compensation and Benefit Plan during the, (i)Buyer shall provide a retention pool in the aggregate amount set forth in Section6.02(d)(i) of the Buyer Disclosure Schedule (the Retention Pool) for the purposes of retaining the services of employees of the Seller and the Seller Subsidiaries (Retention Employees) who are key employees. We also reference original research from other reputable publishers where appropriate. 0000008849 00000 n WebFarmers Union Cooperative provides agricultural products and services. 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. Buyer shall be reimbursed by Seller for all fees, costs and other expenses incurred by Buyer in connection with enforcing its right to any Termination Fee. <]>> Severability. Except as disclosed in Section3.01(t)(v) of the Seller Disclosure Schedule, neither Seller nor any Seller Subsidiary has any obligations to provide retiree health benefits, life insurance or other retiree death benefits under any Seller Compensation and Benefit Plan, other than benefits mandated by Section4980B of the Code or those derived from a Seller Pension Plan. VOTING AGREEMENT (this Agreement), dated as of April19, 2018, by and between WESBANCO, INC., a West Virginia corporation (Buyer), and the undersigned holder (the Shareholder) of shares of common stock, $0.125 par value ( the Seller Shares), of FARMERS CAPITAL BANK CORPORATION, a Kentucky corporation (Seller). Seller (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 Seller, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Seller by others within those entities, and (y)has disclosed, based on its most recent evaluation prior to the date hereof, to Sellers outside auditors and the audit committee of, Section3.01(k) of the Seller Disclosure Schedule discloses as of December31, 2017 with respect to Seller and the Seller Subsidiaries: (A)any Loan under the terms of which the obligor is sixty (60)or more days delinquent in payment of principal or interest, or to the knowledge of Seller, in default of any other provision thereof; (B)each Loan that has been classified as troubled debt restructuring, other loans specially maintained, classified, criticized, substandard, doubtful, credit risk assets, watch list assets, loss or special mention (or words of similar import) by Seller, the Seller Subsidiaries or a Governmental Authority (the Classified Loans); (C) a listing of the real estate owned, acquired by foreclosure or by deed in-lieu thereof, including the book value thereof; and (D)each Loan with any director, executive officer or five percent (5%) or greater. No liability (other than for payment of premiums to the Pension Benefit Guaranty Corporation (the PBGC) which have been made or will be made on a timely basis) under Title IV of ERISA has been or is expected to be incurred by Seller or any subsidiary of Seller with respect to any ongoing, frozen or terminated single-employer plan, within the meaning of Section4001(a)(15) of ERISA, currently or formerly maintained by any of them, or any single-employer plan of any entity (a Seller ERISA Affiliate Plan) which is considered one employer with Seller under Section4001(a)(14) of ERISA or Section414(b), (c) or (m)of the Code (a Seller ERISA Affiliate). Between the date of this Agreement and the Closing Date, Buyer shall promptly notify Seller in writing if Buyer becomes aware of any fact or condition that (i)causes or constitutes a breach in any material respect of any of Buyers or Buyer Subs representations and warranties or (ii)would (except as expressly contemplated by this Agreement) cause or constitute a breach in any material respect of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. 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. 0000010504 00000 n 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. The Realtor, if applicable, WebThe value of cooperative stock does not appreciate, and the stock cannot be traded on the open market. 0 Today, securities are recorded almost exclusively electronically using a process known as book-entry form. Terms of use | The savings accounts and deposits of Seller Sub are insured up to applicable limits by the FDIC in accordance with the Federal Deposit Insurance Act, and Seller Sub has appropriately accrued and paid all premiums and assessments and filed all reports required by the Federal Deposit Insurance Act, except for such failures as would not reasonably be expected to have a material adverse effect on Seller Sub or the availability of such insurance. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of West Virginia, without giving effect to the principles of conflicts of laws thereof that would cause the application of the laws of any other jurisdiction. The certificates of Buyer and Buyer Sub contemplated by Section8.02(a) and (b)of this Agreement. After a Stock Split, What Happens to Certificates? There are no bonds, debentures, notes or other indebtedness of Buyer, and no securities or other instruments or obligations of Buyer the value of which is in any way based upon or derived from any capital or voting stock of Buyer, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Buyer may vote. 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. From the date of this Agreement through the Closing Date and consistent with the performance of their day-to-day operations, the continuous operation of Seller and the Seller Subsidiaries in the ordinary course of business and applicable law, Seller shall use all commercially reasonable efforts to cause the employees and officers of Seller and the Seller Subsidiaries to reasonably cooperate with Buyer and Buyer Sub in performing tasks reasonably required in connection with such integration. Neither Seller nor any Seller Subsidiary has received any communications alleging that any of them has violated any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or any other proprietary rights of any other person or entity. Yes, stock certificates do have value. Marguerita is a Certified Financial Planner (CFP), Chartered Retirement Planning Counselor (CRPC), Retirement Income Certified Professional (RICP), and a Chartered Socially Responsible Investing Counselor (CSRIC). If the stockholder is deceased, the surviving spouse or the executor of the Is There a Law That Says a Landlord Has to Paint in Between Tenants? WebSoftware Updates. EMEA +44 20 7330 7500. 0000008526 00000 n Except as disclosed on Section3.01(t)(viii) of the Seller 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 Seller Employee, Seller Consultant or Seller Director to any payment from Seller or any Seller Affiliate (including severance pay or similar compensation, other than severance pay or compensation as otherwise provided under Section6.02(a)) or any increase in compensation, (B)result in the vesting or acceleration of any benefits under any Seller Compensation and Benefit Plan, or (C)result in any material increase in benefits payable under any Seller Compensation and Benefit Plan. 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. <>/Metadata 232 0 R/ViewerPreferences 233 0 R>>

0000002469 00000 n HT9&LqUol U_pABf4Y[SjclTSNOXW.X*/ID5ZTyYCnGE:eRk#>+H\ 4r+Lnz1=@nf~KFcZ}d0Io&8rPF[5})&Be-b:%H8i iN1YLy&Y> Seller and each of the Seller Subsidiaries has implemented backup and disaster recovery policies, procedures and systems consistent with generally accepted industry standards and sufficient to reasonably maintain the operation of the respective businesses of Seller and each of the Seller Subsidiaries in all material respects. If you would rather order by mail or fax, or you can print out our Mail and Fax Order Form by Clicking Here to send us the information.