The Offering Sample Clauses
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The Offering. In accordance with a plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stoc...
The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Not...
The Offering. (a) The Offering shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Final Prospectus. Each other Substituted Purchaser shall purchase the Offered Units in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Units so that the distribution of the Offered Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations), or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority, under applicable Securities Laws in such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Underwriters shall have the right to invite one or more dealers to form a selling group (each a “Selling Firm” and together, the “Selling Group”) to participate in the soliciting of offers to purchase the Offered Units. The Underwriters shall have the exclusive right to control all compensation arrangements between the members of the Selling Group and the Underwriters. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so engaged by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for such Selling Firm, and the Underwriters hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firm. Any Underwriter who engages a Selling Firm pursuant to the provisions of this Section 3(c) shall use its commercially reasonable efforts to ensure such Selling Firm agrees with the Underwriters to comply with the covenants and obligations given by the Underwriters herein.
The Offering. (a) The sale of the Offered Shares to the Purchasers shall be effected in a manner that is in compliance with Securities Laws and upon the terms set out in the Final Prospectus, U.S. Final Prospectus, the Blue Sky Registrations (as defined below), and in this Agreement. The Agents will use commercially reasonable best efforts to arrange for Purchasers for the Offered Shares in the Qualifying Jurisdictions and in those jurisdictions outside of Canada and United States as may be agreed upon by the Corporation and the Agents, each acting reasonably, in connection with the Offering.
(b) The Corporation agrees that the Agents shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Shares. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms.
(c) The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of subsection 2(b), if any, shall: (i) be compensated by the Agents from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agents herein.
(d) The Corporation represents and warrants to the Agents that the Corporation has prepared and filed the Preliminary Prospectus, U.S. Preliminary Prospectus, and other related documents (including, without limitation, any Marketing Materials) and has obtained pursuant to the Passport System a receipt or deemed receipt therefor in each of the Qualifying Provinces and acceptance of the U.S. Preliminary Prospectus on E▇▇▇▇. Further, the Corporation represents and warrants that the Corporation has prepared and filed the Registration Statement in conformity with the requirements of applicable United States federal securities laws, including the U.S. Preliminary Prospectus and such amendments and supplements thereto as may have been required to the date of this Agreement. The Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces, the U.S. Final Pr...
The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended adopted by the Boards of Directors of the MHC, the Mid-Tier Company and the Bank (the “Plan”), intends to convert from the mutual form of organization into the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulations: (i) the establishment of the Holding Company as a Maryland corporation subsidiary of the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock of the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined). Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to (1) depositors of the ...
The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan Association, dated February 1, 2024 (the “Plan”), Magnolia Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual Savings with $50.00 or more on deposit as of the close of business on December 31, 2022 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual Savings, including the employee stock ownership plan; (iii) third, each depositor of Mutual Savings with $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made. Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general public. Depending on market conditions,...
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement relating to the offering (the “Offering”) by the Company of Subscribed Shares and related Warrants. The closing of the Offering to which this Subscription Agreement relates (the “Closing”) may be scheduled by the Company at any time after the execution of this Subscription Agreement. Additional Securities may have been and may continue to be offered and sold from time to time in the Offering, until the date on which the Offering is concluded, through additional closings conducted by the Company with respect to those additional Securities sold.
The Offering. This Subscription Agreement is delivered in connection with the offering of up to 16 Units (the “Units”) of Company securities. Each Unit consists of (i) 25,862 Shares of common stock, par value $.02 per share (“Common Stock”); and (ii) Series D Common Stock Purchase Warrants (“Series D Warrants” or “Warrants”) to purchase 5,172 shares of Common Stock at an exercise price of $3.75 per share, subject to adjustment in certain circumstances. Subscriber understands that the details of the offering (the “Offering”) are set forth in the Private Offering Memorandum, (Exhibit A) as may be amended or supplemented from time to time. The Offering will terminate on, or prior to, July 31, 2010, subject to extension and/or modification in the sole discretion of the Company, and may be extended or modified without notice as described in the Private Offering Memorandum. Subscriber understands that this Subscription Agreement is not binding upon the Company unless and until such time as (i) payment of the Investment Amount is received by the Company, and (ii) the Company accepts Subscriber’s subscription in writing (the “Closing Date”). Subscriber acknowledges that the Company reserves the right, in its sole discretion, to accept or reject any Subscription Agreement. Subscriber acknowledges that Subscriber has received, read, understands and is familiar with this Subscription Agreement, any attachments, including but not limited to the Private Offering Memorandum, as may be amended or supplemented from time to time, and together with any other filed regulatory documents (collectively “Offering Material”), and Subscriber further acknowledges that Subscriber has not relied upon any information concerning the Offering, written or oral, other than those contained in this Subscription Agreement and the Offering Material. Subscriber further understands that any other information or literature, regardless of whether distributed prior to, simultaneously with, or subsequent to, the date of this Subscription Agreement shall not be relied upon by Subscriber in determining whether to make an investment in the Units and Subscriber expressly acknowledges, agrees and affirms that Subscriber has not relied upon any such information or literature in making Subscriber’s determination to make an investment in the Units and that Subscriber understands that, except as otherwise provided herein, the Company is under no obligation to (and that Subscriber does not expect it to) update, revise, am...
The Offering. The Company, in accordance with the Agreement and Plan of Conversion Merger dated as of September 9, 2014 (the “Merger Agreement”) by and among the Company, the Bank and Commonwealth, intends to acquire Commonwealth in connection with Commonwealth’s conversion from the mutual form of organization to the stock form of organization (the “Conversion”), and immediately thereafter to cause Commonwealth to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of Commonwealth Bank with Town Square Bank, adopted by the Board of Directors of each of Commonwealth and the Bank (the “Plan”), the Company will offer and sell up to 144,540 shares (subject to increase up to 166,221 shares) of its common stock, $0.01 par value per share (the “Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of Commonwealth with $50.00 or more on deposit as of the close of business on July 31, 2013 (“Eligible Account Holders”), (2) depositors of Commonwealth (other than officers or directors of Commonwealth) with $50.00 or more on deposit as of the close of business on December 31, 2014 (“Supplemental Eligible Account Holders”), and (3) other eligible depositors and eligible borrowers of Commonwealth as of the close of business on March 17, 2015 (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered, with a preference given first to natural persons (including trusts of natural persons) residing in M▇▇▇▇▇▇▇▇▇ County, Kentucky, next to stockholders of the Company as of the close of business on February 28, 2015, and thereafter to cover orders of other members of the general public. It is anticipated that Shares not subscribed for in the Subscription and Community Offering may, upon the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Com...