CONVERSION AND OFFERING Clause Samples

The "Conversion and Offering" clause defines the terms under which certain securities, such as convertible notes or preferred shares, may be converted into another class of securities, typically common stock, and the conditions under which these converted securities may be offered to the public or other investors. This clause typically outlines the conversion ratio, timing, and any triggers or events that initiate conversion, as well as any restrictions or procedures related to the subsequent offering of the converted securities. Its core practical function is to provide a clear framework for how and when conversion occurs and to ensure all parties understand the process for offering the resulting securities, thereby reducing uncertainty and potential disputes.
CONVERSION AND OFFERING. Fox Chase MHC (the “MHC”), Fox Chase Bancorp, Inc. (the “Mid-Tier”) and the Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the MHC, the Mid-Tier, the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or public underwritten offering (collectively, the “Offering”). In connection therewith, the MHC’s, the Mid-Tier’s and the Bank’s Board of Directors will adopt a plan of conversion and reorganization (the “Plan”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the MHC and the Mid-Tier, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.
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CONVERSION AND OFFERING. The Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or pubic underwritten offering (collectively, the “Offering”). In connection therewith, the Bank’s Board of Directors will adopt a plan of conversion (the “Plan”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Bank, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.
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CONVERSION AND OFFERING. Commencing promptly after the date of this Agreement, Bancorp and First Federal will take all reasonable steps necessary to effect the Conversion and Offering and Bancorp and First Federal shall use their best efforts to satisfy the conditions to closing set forth in Section 8.11. Without limiting the generality of the foregoing, Bancorp shall cause the following to be done: (a) Bancorp shall duly call, give notice of, convene and hold a special meeting of its Board of Directors as soon as practicable for the purpose of approving the Conversion and Offering. (b) Bancorp and First Federal will use all reasonable efforts to prepare and file all required regulatory applications required in connection with the Conversion and Offering, including, without limitation, filing applications with the OTS. (c) Bancorp shall prepare as promptly as practicable, and the Company shall co-operate in the preparation of, a prospectus (the "Prospectus") meeting all requirements of applicable federal and state securities and banking laws and regulations. Bancorp shall incorporate such Prospectus into a Registration Statement on Form S-1, or other applicable form, ("Form S-1") satisfying all applicable requirements of the Securities Act of 1933, and the rules and regulations thereunder. Bancorp shall file the Form S-1 (or other applicable form) with the SEC, and shall use its reasonable best efforts to have the Form S-1 declared effective under the Securities Act of 1933 as promptly as practicable after such filing. (d) The Company shall provide Bancorp with any information concerning it that Bancorp may reasonably request in connection with the Prospectus, and the Company shall promptly notify Bancorp if at any time it becomes aware that the Prospectus or the Form S-1 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the Company and Bancorp shall cooperate in the preparation of a supplement or amendment to such Prospectus, which corrects such misstatement or omission, and shall cause an amended Form S-1 to be filed with the SEC (if applicable). The Company shall provide to Bancorp a "comfort" letter from the independent certified public accountants for the Company, dated as of the date of the Prospectus and updated as of the date of consummation of the Offering, with respec...
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CONVERSION AND OFFERING. 34 ARTICLE VIII............................................................. 35
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CONVERSION AND OFFERING. The Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or public underwritten offering (collectively, the “Offering”). In connection therewith, the Bank’s Board of Directors will adopt a plan of conversion (the “Plan”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & COMPANY, INCORPORATED ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | (▇▇▇) ▇▇▇-▇▇▇▇ | (▇▇▇) ▇▇▇-▇▇▇▇ (FAX) | ▇▇▇.▇▇▇▇▇▇.▇▇▇ MEMBER SIPC AND NYSE Pursuant to a separate engagement letter by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Bank, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.
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CONVERSION AND OFFERING. Standard Mutual Holding Company (the “MHC”) and the Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the MHC, the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or pubic underwritten offering (collectively, the “Offering”). In connection therewith, the MHC’s and the Bank’s Board of Directors will adopt a plan of conversion (the “Plan”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the MHC and the Bank, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ | (▇▇▇) ▇▇▇-▇▇▇▇ | (▇▇▇) ▇▇▇-▇▇▇▇ Fax Member Sipc and Nyse
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CONVERSION AND OFFERING. Colonial Bankshares, MHC (the “MHC”), Colonial Bankshares, Inc. (the “Mid-Tier”) and the Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the MHC, the Mid-Tier, the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or pubic underwritten offering (collectively, the “Offering”). In connection therewith, the MHC’s, the Mid-Tier’s and the Bank’s Board of Directors will adopt a plan of conversion and reorganization (the “Plan”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the MHC and the Mid-Tier, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.
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CONVERSION AND OFFERING. The Bank will convert from the mutual to the stock form of organization (the “Conversion”) by forming a stock holding Institution (the Bank and the holding Institution are referred to herein as the “Institution”). The common stock (the “Common Stock”) would be offered in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering (collectively the “Offering”). In connection therewith, the Institution’s Board of Directors would adopt a plan of conversion and reorganization (the “Plan”). In connection with this transaction, the Institution is contemplating undergoing a full conversion and acquiring Liberty Bank, N.A. (“Liberty”) simultaneously. Stifel proposes to act as financial advisor to the Institution with respect to the reorganization and the Offering and as selling agent with respect to the Offering. Stifel is also providing advice to Liberty in connection with the acquisition pursuant to a separate agreement. Specific terms of services shall be set forth in an agency agreement, in the case of the subscription and community offering and a syndicated community offering or, if appropriate, a public underwriting agreement (together, the “Definitive Agreement”) between Stifel and the Institution. The Definitive Agreement will include customary representations and warranties, covenants, conditions, termination provisions and indemnification, contribution and limitation of liability provisions, all to be mutually agreed upon by Stifel and the Institution (and its successors).
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Related to CONVERSION AND OFFERING

  • Conversion of Debentures Section 16.01.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Conversion Agent to Notify Company of Conversions If any Note is submitted for conversion to the Conversion Agent or the Conversion Agent receives any notice of conversion with respect to a Note, then the Conversion Agent will promptly notify the Company and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the Company to determine the Conversion Date for such Note.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Taxes on Conversion If a Holder converts a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon such conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificate representing the Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any tax withholding required by law or regulation.