Representations and Warranties of Buyer and Buyer Sub, ARTICLE FIVE FURTHER COVENANTS OF SELLER, 5.10. Is the company in business under a different name? 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. WebSoftware Updates. For purposes of this Agreement, (i) Environmental Law means all laws that relate to the protection of the environment, natural resources, or public health and safety, or relating to the production, generation, use, storage, treatment, processing, transportation, disposal or release of Hazardous Substances, including the regulations promulgated thereunder, in each case as of the date of this Agreement, and (ii) Hazardous Substances means (A)any hazardous substance as defined by any Environmental Law, (B)any petroleum or other petroleum product and (C)any other materials or substances listed or identified in, or regulated by, any Environmental Law. Buyer and Seller each hereby agrees to deliver certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable counsel to deliver the legal opinions contemplated by Sections 8.01(c) and 8.02(c), which certificates shall be effective as of the date of such opinions. 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. Except for the use of information in connection with the Registration Statement described in Section7.06 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement, all information, including any electronic or paper copies, reproductions, extracts or summaries thereof (collectively, the Information), received by each of Buyer and Seller, and by the directors, officers, employees, advisors and representatives of Buyer and Seller and their respective Subsidiaries (the Representatives) pursuant to the terms of this Agreement, shall be kept in strictest confidence; provided that subsequent to the filing of the Registration Statement with the SEC, this Section7.01 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Seller under Section7.06. Once you complete the form below please click on add to shopping cart. A stock certificate is a physical piece of paper that represents a shareholder's ownership in a company. 0000007634 00000 n 0000011155 00000 n Seller shall not, except with the prior written consent of Buyer, (x)make any payment with respect to such demand, (y)offer to settle or settle any demand for payment of fair value or (z)waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the KBCL. Each certificate starts as a standard design which might change throughout the years, then the date, identification number, and other information are added. How to Write a Letter to Transfer an Apartment. Bob has been a Certified Public Accountant since 1978. We stand behind our products and services. Closing Transactions Required of Seller, ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS, 10.01. &,WfbO?Euk@xB|cW^~$=xa+fUnlekDYk[TKJg++? 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. Named Executive Officers deemed Voting Agreement Shareholders. The Seller Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during, The records, systems, controls, data and information of Seller and the Seller Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or the Seller Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on Seller.

0000010504 00000 n Should any such fact or condition require any change in the Seller Disclosure Schedule, Seller shall promptly deliver to Buyer a supplement to the Seller Disclosure Schedule specifying such change (Updated Seller Disclosure Schedule); provided, however, that the disclosure of such change in the Updated Seller 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 Buyer. The allowance for loan losses reflected in the Buyer SEC Documents and financial statements filed therewith, as of their respective dates, is adequate under all regulatory requirements applicable to Buyer or Buyer Sub. All such insurance policies are in full force and effect, Seller and the Seller Subsidiaries are not in material default thereunder and all claims thereunder have been filed in due and timely fashion, except with respect to such policies and claims, the failure to maintain or file would not reasonably be expected to have a material adverse effect on Seller. cooperative If you would like to use this service, please go to the bottom of this page and complete the information to sign up on our secure server. The Shareholder hereby permits Buyer to publish and disclose in any document and/or schedule filed by Buyer with the SEC and in any press release or other disclosure document the Shareholders identity and ownership of Shares and the nature of the Shareholders commitments and obligations pursuant to this Agreement. Grants under the Retention Restricted Stock Agreements shall be made and become effective only upon the applicable Seller Employees becoming employees of the Buyer or Buyer Sub at or after the Effective Time. Box 223795 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. To Sellers knowledge, no third party has gained unauthorized access to any Systems owned or controlled by Seller or any of the Seller Subsidiaries, and Seller and each of the Seller Subsidiaries have taken commercially reasonable steps and implemented commercially reasonable safeguards to ensure that the Systems are secure from unauthorized access and free from any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials. Each of Seller, Seller Sub, Buyer Sub and Buyer shall use its reasonable best efforts to take, or cause to be taken, all necessary actions and execute all additional documents, agreements and instruments required to consummate the transactions contemplated in this Agreement. 7.06. Except for the representations and warranties contained in this Article Four, none of Buyer, Buyer Sub, Buyers Financial Advisor, attorneys or representatives, or any other person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Buyer or Buyer Sub, including any representation or warranty as to the accuracy or completeness of any information regarding Buyer or Buyer Sub furnished or made available to Seller (including any information, documents or material made available to Seller in the data room, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of Buyer or Buyer Sub or any representation or warranty arising from statute or otherwise in law. 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. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which taken together shall be deemed to constitute a single instrument. 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. 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 Cooperator: Estate Planning for Co-op and Condo Owners, New York Times: Your Home Transferring A Co-op To a Trust, Habitat: Transferring Co-op Shares After a Death. Seller is duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky, has the full corporate power and authority to own its property, to, As used in this Agreement, (A)any reference to any event, change or effect being material with respect to any entity means an event, change or effect which is material in relation to the financial condition, properties, business or results of operations of such entity and its Subsidiaries taken as a whole and (B)the terms material adverse effect or material adverse change mean, with respect to an entity, a material adverse effect on the financial condition, properties, assets, liabilities, businesses or results of operations of such entity and its Subsidiaries taken as a whole or on the ability of such entity to perform its obligations under this Agreement or consummate the Merger or the Bank Merger and the other material transactions contemplated by this Agreement other than, in any case, any state of facts, change, development, event, effect, condition or occurrence (i)resulting from changes in the United States economy (including changes in interest rates) or the United States securities markets in general; (ii)resulting from changes in laws or regulations affecting banks or savings banks or their holding companies generally, or interpretations thereof by Governmental Authorities; (iii)resulting from any litigation or loss of current or prospective customers, employees or revenues arising from the execution of this Agreement; (iv)resulting from any transaction costs of the Merger generally; (v)resulting from payments made in the nature of severance payments or payments made pursuant to the change in control provisions of employment agreements or change in control or severance plans of Seller or any Seller Subsidiary or payments made pursuant to Section6.02(b) or losses, charges or expenses resulting from loan sales contemplated by Section5.09; (vi) resulting from changes, after the date hereof, in accounting principles generally accepted in the United States (GAAP) or applicable regulatory accounting requirements; (vii)resulting from changes, after the date hereof, in global, national or regional political conditions (including events of war or acts of terrorism); or (viii)resulting from public disclosure of the transactions contemplated hereby or actions that are expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby; provided, however, that in no event shall a decrease in the trading price of Seller Shares or Buyer Shares, absent any other event, change or effect that has had or would reasonably be expected to have a material adverse effect, or litigation relating thereto, be considered a material adverse effect or material adverse change; and provided, further, that any state of facts, change, development, event, effect, condition or occurrence referred to in clauses (i), (ii), (vi) or (vii)immediately above shall be taken into account in determining whether a material adverse effect or material adverse change has occurred to the extent that such state of facts, change, development, event, effect, condition or occurrence has a disproportionate effect on Seller or Buyer, as the case may be, compared to other similarly situated community. Subject to the terms and conditions of this Agreement, each of Seller, Seller Sub, Buyer Sub and Buyer shall use its reasonable best efforts to take, or cause to be taken, all further actions and execute all additional documents, agreements and instruments that may be reasonably required, in the opinion of counsel for Seller and Seller Sub and counsel for Buyer and Buyer Sub, to obtain all necessary approvals from all Governmental Authorities and Regulatory Authorities as required by Section8.03(b) hereof, so that this Agreement and the transactions contemplated hereby will become effective as promptly as practicable. 8. Representations and Warranties of Seller and Seller Sub, ARTICLE FOUR REPRESENTATIONS AND WARRANTIES OF BUYER AND BUYER SUB, 4.01. As soon as practicable following the Effective Time, the account balances in the Seller 401(k) Plan shall be either distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct in accordance with plan terms. 0000006904 00000 n The original stock certificate(s), (not required if shares are held electronically in book-entry form), and 3. (c) Seller shall promptly (and in any event within twenty-four (24)hours) notify Buyer in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, Seller or the Seller Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, such notice shall include copies of such materials. As used in this Agreement, the term Expiration Date shall mean the earliest to occur of (i)the Effective Time, (ii)the date the Merger Agreement is terminated pursuant to Article Eleven thereof, or (iii)written notice by Buyer to Shareholder of the termination of this Agreement. 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. 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. No Ownership Interest. 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. The representations and warranties of Buyer and Buyer Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were also made as of the Closing Date, except that those representations and warranties that by their terms speak as of a specific date shall be true and correct as of such date (except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and Buyer Sub by Buyers chief executive officer and chief financial officer to such effect. commencement, public proposal, public disclosure or communication to Seller or any other person of any Acquisition Proposal except under circumstances that would permit Seller to terminate this Agreement under Section11.01(d)(iii) in connection with a Superior Proposal. Opportunity of Employment; Employee Benefits; Retention Pool and Retention Restricted Stock Grants, 6.06. 0000002532 00000 n Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of Seller or the Seller Subsidiaries prior to the Effective Time. For further rules as to the determination of the right to a deduction for dividends paid, under certain 20153, Toll Free 1-888-STOCKS6 (1-888-786-2576)

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