The Offering Sample Clauses
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The Offering. The Bank, in accordance with the plan of conversion adopted by the Boards of Directors of each of the Company and the Bank (the “Plan”), 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 Company. Pursuant to the Plan, the Company will offer and sell up to 10,350,000 shares (subject to increase up to 11,902,500 shares) of its common stock, $.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) other members of the Bank as defined in the Plan. 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 residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇. It is anticipated that 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 Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161894) (the “Registr...
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 sale of the Offered Securities to the Purchasers 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. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents 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 Securities so that the distribution of the Offered Securities 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) under the laws of, 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 Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Sell...
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. On April 22, 2009, the Board of Directors of PMMHC adopted a Plan of Conversion (the “Plan”), which provides for the conversion of PMMHC from mutual to stock form (the “Conversion”), the formation of HoldCo as a holding company that will own 100% of the common stock of PMMHC, and the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection with the Conversion, HoldCo is offering up to 6,772,221 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a direct community offering (the “Community Offering”), and (iii) a syndicated community offering (the “Syndicated Community Offering”). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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 shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed fo...
The Offering. The MHC will convert (the "Conversion") from a federally chartered mutual holding company to a Delaware chartered stock corporation. In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). As part of the Conversion, the Bank will convert from a New York-chartered savings bank to a national bank. Pursuant to the MHC's Plan of Conversion and Reorganization (the "Plan") and in connection with the Conversion, the Company is offering up to __________ shares of its common stock (the "Conversion Stock") in a subscription offering (the "Subscription Offering") and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with account balances of $50.00 or more as of the close of business on September 30, 2002 ("Supplemental Eligible Account Holders") and (iii) depositors of the Bank as of the close of business on _______________, 2002 (other than Eligible Account Holders and Supplemental Eligible Account Holders). Subscription rights will expire if not exercised by 12:00 noon, New York time, on December ___________, 2002, unless extended (the "Expiration Date"). Subject to the prior rights of holders of subscription rights, Conversion Stock not subscribed for in the Subscription Offering is being offer...