Stock Offering Sample Clauses

Stock Offering. Blue River shall have (i) registered under the 1933 Act its shares of common stock to be sold in the IPO; (ii) caused each registration statement with respect to the shares to be issued in the IPO to have been declared effective by the SEC, and the SEC shall not have issued or threatened to issue a stop order with respect to each such registration statement; (iii) received all state securities or Blue Sky approvals, authorizations and/or exemptions with respect to the shares to be sold in the IPO; (iv) executed with ▇▇▇▇▇ & Co. or any other investment banking firm, an underwriting agreement with respect to the shares to be sold in the IPO; and (v) sold at least 1 million shares of common stock of Blue River in the IPO.

Stock Offering. The Bank shall have provided such information as deemed necessary by the Company in connection with the sale of stock including but not limited to, certificates of its officers and directors attesting to, among other things, the truthfulness and correctness of the representations contained in this Agreement, opinions of legal counsel and comfort letters from the Bank's accountants.

Stock Offering. Common Stock Offered: 4,076,086 shares of Common Stock. Option to Purchase Additional Shares of Common Stock: 611,412 additional shares of Common Stock. NYSE Last Reported Sale Price of the Common Stock on January 15, 2019: $46.82 per share. Public Offering Price: $46.00 per share. Underwriting Discount: $2.07 per share. Net Proceeds (before expenses): Approximately $179.1 million (or approximately $205.9 million if the underwriters exercise their option to purchase additional shares of Common Stock in full). CUSIP / ISIN: ▇▇▇▇▇▇▇▇▇ / US29272W1099 Joint Book-Running Managers: ▇.▇. ▇▇▇▇▇▇ Securities LLC Barclays Capital Inc. Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Evercore Group L.L.C. MUFG Securities Americas Inc. Co-Manager: TD Securities (USA) LLC Mandatory Convertible Preferred Stock Offered: 1,875,000 shares of our 7.50% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”). Over-Allotment Option: 281,250 additional shares of Mandatory Convertible Preferred Stock. Public Offering Price: $100.00 per share. Underwriting Discount: $3.02 per share. Net Proceeds (before expenses): Approximately $181.8 million (or approximately $209.1 million if the underwriters exercise their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock in full). Liquidation Preference: $100.00 per share. Dividends: 7.50% of the liquidation preference of $100.00 per share of the Mandatory Convertible Preferred Stock per year. Dividends will accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the first original issue date of the Mandatory Convertible Preferred Stock, and, to the extent the Issuer’s board of directors, or an authorized committee thereof, declares a dividend payable with respect to the Mandatory Convertible Preferred Stock, the Issuer will pay such dividends in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion (subject to certain limitations); provided that any unpaid dividends will continue to accumulate. The expected dividend payable on the first Dividend Payment Date (as defined below) is approximately $1.8333 per share of the Mandatory Convertible Preferred Stock. Each subsequent dividend is expected to be $1.875 per share of the Mandatory Convert...

Stock Offering. An election to sell shares in the Offering shall have been made, and proper documentation submitted, with respect to not less than 75% of the shares of Company Stock received by holders of Bank Stock. The Company shall have entered into a firm commitment underwriting agreement for the Offering, and all conditions to the consummation of the Offering, other than the completion of the mergers of PCBG Merger Corporation with the Bank and of Interim Valley Bank with Valley Bank, shall have been satisfied or waived."

Stock Offering. Contemporaneously with the Bank Merger, the Holding Company will offer all of its shares of common stock for sale in the Offerings as described in the Plan of Conversion.

Stock Offering. Title of Securities: Common stock, par value $0.0025 per share, of the Issuer (the “Common Stock”) Shares Offered: 27,000,000 shares (or a total of 31,050,000 shares if the underwriters exercise in full their option to purchase up to 4,050,000 additional shares of the Common Stock) Last Reported Sale Price of Common Stock on the NASDAQ on June 3, 2009: $14.03 per share Public Offering Price $ 13.5000 $ 364,500,000 $ 419,175,000 Underwriting Discount $ 0.6075 $ 16,402,500 $ 18,862,875 Proceeds, Before Expenses, to the Issuer $ 12.8925 $ 348,097,500 $ 400,312,125 Trade Date: June 3, 2009 Settlement Date: June 9, 2009 Joint Book-Running Managers: ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇, Sachs & Co., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇.▇. ▇▇▇▇▇▇ Securities Inc. Co-Managers: BMO Capital Markets LLC, PNC Capital Markets LLC and Wachovia Capital Markets, LLC

Stock Offering. Title of Securities Common Stock, no par value, of the Company (the “Common Stock”). Number of Shares of Common Stock Offered 2,400,000 (or 2,760,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 360,000 additional shares of Common Stock in full). Common Stock Public Offering Price $126.00 per share of Common Stock. $302,400,000 in aggregate (or $347,760,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 360,000 additional shares of Common Stock in full). Underwriting Discounts and Commissions $3.15 per share of Common Stock. $7,560,000 in aggregate (or $8,694,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 360,000 additional shares of Common Stock in full). The underwriters of the Common Stock Offering propose to offer the shares of Common Stock to dealers at the Common Stock Public Offering Price less a concession not in excess of $1.89 per share of Common Stock. Joint Book-Running Managers Barclays Capital ▇▇▇.▇▇▇▇ Securities, Inc.▇.▇. ▇▇▇▇▇▇ Securities LLCWells Fargo Securities, LLCCitigroup Global Markets Inc.Scotia Capital (USA) Inc. Senior Co-Managers BMO Capital Markets Corp.BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLCBTIG, LLCFifth Third Securities, Inc. KeyBanc Capital Markets Inc. Mizuho Securities USA LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLCMUFG Securities Americas Inc.SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇.▇▇ Securities (USA) LLC Co-Managers Comerica Securities, Inc. PNC Capital Markets LLC The ▇▇▇▇▇▇▇▇ Capital Group, L.P. CUSIP for the Common Stock 233331 107 ISIN for the Common Stock US233331 1072 Title of Securities Equity Units that will each have a stated amount of $50.00 and will initially be in the form of a Corporate Unit consisting of a purchase contract issued by the Company and, initially, a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of 2019 Series F 2.25% Remarketable Senior Notes due 2025 to be issued by the Company (each being referred to as a “Note”). Number of Equity Units Offered 23,000,000 (or 26,000,000 if the underwriters of the Offering exercise their option to purchase up to 3,000,000 additional Corporate Units in full). Aggregate Offering Amount $1,150,000,000 (or $1,300,000,000 if the underwriters of the Offering exercise their option to purchase up to 3,000,000 additional Corporate Units in full). Stated Amount per Equity Unit $50.00. Corporate Unit Public O...

Stock Offering. The Company shall close the Offering as soon as is reasonably possible, the Company shall have received the amount of cash necessary to complete the Merger as provided in Section 2.5, and to carry out the transactions contemplated hereby.

Stock Offering. The Company shall close the private placement of its securities described in Section 5.18 by December 31, 1996, and combined with loans to the Company, dividends from Western Bank, and any other necessary financing source will provide for sufficient cash capital to carry out the transaction contemplated hereby.