The Offerings Sample Clauses

The Offerings. The Company is concurrently offering (i) to the Accredited Investor for the sum of $25,000, a total of 500,000 shares of common stock, (ii) to one other accredited investor for the sum of $25,000, a total of 500,000 shares of common stock, (iii) to one other accredited investor for the sum of $100,000, 1,000,000 shares of common stock and 500,000 Class F Warrants exercisable into common stock at $.50 per share expiring on September 30, 2002, and (iv) to one other accredited investor for the sum of $750,00, a total of 7,000,000 shares of common stock, 6,000,000 Class E Warrants exercisable into common stock at $.25 per share expiring on September 30, 2002 and a limited recourse $750,000 promissory note payable by the Company only from proceeds of the exercise of warrants issued by the Company (herein collectively called the "Offerings"). The Offerings are being made on a "best efforts" basis to a limited number of accredited investors in a private placement offering of securities in accordance with Rule 505 of Regulation D under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Prospective investors should note that the classes of securities and consideration per share being paid in the separate offerings included in the Offerings are not proportionate to each other. The Offerings will expire at the earlier of receipt and acceptance of subscriptions to a total of $900,000 in subscriptions or on September 30, 1997 unless extended by the Company for an additional period not exceeding 30 days. The Company reserves the right to terminate the Offerings at any earlier date.
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The Offerings. The MHC, in accordance with the Plan of Conversion and Reorganization initially adopted on June 15, 2010 (the “Plan”), intends to convert from a federally-chartered mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (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 (i) Eligible Account Holders; (ii) Employee Plans of the Holding Company or Bank; (iii) Supplemental Eligible Account Holders; and (iv) 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 1,700,000 shares and a maximum of 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase up to 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (i) the Community Offering and/or (ii) 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 912,869 shares and a maximum of 1,235,037 shares of its Common Stock (subject to increase up to 1,420,316 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. 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.
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The Offerings. The Share Offering and the Convertible Note Offering will commence as soon as practicable and are expected to complete following agreement by the Company with the underwriters of the Share Offering and the underwriters of the Convertible Note Offering, respectively, of pricing and other terms of the respective offerings. The closing of the Share Offering and the Convertible Note Offering will not be dependent on each other. It is currently expected that the terms of issue of the Share Offering (including the number and price of the ADSs and Shares) will be determined around late October 2000 to early November 2000, the offering price being determined with reference to the then current market prices of the ADSs and Shares and the level of interest for the ADSs and Shares expressed by prospective investors. The terms of the convertible notes, including, but not limited to, interest rates and conversion price, have not yet been finalized and are also expected to be determined around late October 2000 to early November 2000. The Shares to be offered in the Share Offering (including the Shares underlying the ADSs) and the Shares into which the convertible notes may convert will be issued under the general mandate granted to the Directors at the annual general meeting of the Company held on 16 June 2000. Neither CMCC nor other connected persons of the Company will subscribe for the securities to be offered under the Share Offering or the Convertible Note Offering. Further announcements will be made as soon as practicable following the date on which the sizes and other terms of the Share Offering (including the number of Shares and/or ADSs to be issued pursuant thereto) and the Convertible Note Offering are determined. If the Acquisition is not completed, the net proceeds from these offerings will be used for general corporate purposes and/or for other potential strategic investments in the telecommunications industry in mainland China. Pending these uses, the net proceeds will be invested in interest-bearing short-term deposits or short-term U.S. government bonds.
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The Offerings. The Company is concurrently offering (i) to the Accredited Investor, the Shares and Class F Warrants described above for the sum of $100,000, (ii) to two other accredited investors, a total of 1,000,000 shares of common stock for the aggregate sum of $50,000, and (iii) to one other accredited investor, a total of 7,000,000 shares of common stock and 6,000,000 Class E Warrants exercisable at $.25 per share expiring on September 30, 2002 in consideration of a limited recourse $750,000 loan payable by the Company only from proceeds of the exercise of warrants issued by the Company (herein collectively called the "Offerings"). The Offerings are being made on a "best efforts" to a limited number of accredited investors in a private placement offering of securities in accordance with Rule 505 of Regulation D under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Prospective investors should note that the classes of securities and consideration per share being paid in the three separate offerings are not proportionate to each other. The Offerings will expire at the earlier of receipt and acceptance of subscriptions to a total of $900,000 in subscriptions or on September 30, 1997 unless extended by the Company for an additional period not exceeding 30 days. The Company reserves the right to terminate the Offerings at any earlier date.
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The Offerings. The Company is offering a minimum of _______ and a maximum of ______ shares of Common Stock to Record Date Shareholders and the general public by the Prospectus of the Company. The Company is proposing to issue Rights to Record Date Shareholders, which Rights entitle their holders to subscribe for one share of Common Stock for every __________ shares of Common Stock that the holder owned on the Record Date (the "Rights Offering"). No fractional Rights would be issued. Each Right would entitle the Right Holder to acquire in the Basic Subscription one share of Common Stock. All Rights would be exercisable from the date of issuance until 5:00 p.m. on the Expiration Date. Included in the Rights Offering to Record Date Shareholders is an Over-Subscription Privilege. Shares available for sale but not subscribed for pursuant to the exercise of Rights and the Over-Subscription Privilege will be offered to the general public in a direct community offering on a best efforts basis (the "Community Offering"). If requested by the Company, the Agent may also assemble and manage a selling group of broker-dealers that are members of the National Association of Securities Dealers, Inc. ("NASD") to participate in the solicitation in the Community Offering on a "best efforts" basis of purchase orders for the shares not subscribed for in the Rights Offering (the "Assisting Brokers") under a selected dealer agreement ("Selected Dealer Agreement"), the form of which is set forth as Exhibit B to this Agreement. The offer and sale of Common Stock pursuant to the Prospectus in the Rights Offering and the Community Offering is referred to herein as the "Offerings". The Offerings will commence on _______________ and subscriptions for shares of Common Stock will be accepted until 5:00 P.M. Eastern Time, ____________, 2002, subject to the Company's right to extend the subscription period without notice as described in the Prospectus until _____________2002 or terminate the Offerings at any time (the "Expiration Date"). All shares of Common Stock sold in the Offerings will be sold at the Subscription Price. Persons may subscribe for the shares of Common Stock offered by completing, signing and delivering or mailing a subscription certificate and/or notice of guaranteed delivery or an order form, substantially in the form attached as an exhibit to the Registration Statement together with payment in full for the number of shares of Common Stock for which such person is subscribing. All s...
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The Offerings 
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Related to The Offerings

  • 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 stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

  • The Offer (a) Provided that none of the conditions set forth on Exhibit A hereto shall have occurred and be continuing, as promptly as practicable but in no event later than five business days after the date of the public announcement (on the date hereof or the following day) by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion). Sub expressly reserves the right, subject to compliance with the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to or modify the Offer Conditions, (iv) except as provided in the next two sentences, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend or alter any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer, if at the scheduled or any extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (C) extend the Offer for up to ten business days if the Minimum Tender Condition (as defined in Exhibit A) has not been satisfied as of the scheduled expiration date of the Offer and (D) extend the Offer for any reason for up to two business days. Without limiting the right of Sub to extend the Offer pursuant to the immediately preceding sentence, in the event that (i) the Minimum Tender Condition has not been satisfied or (ii) any condition set forth in paragraph (a) of Exhibit A is not satisfied at the scheduled expiration date of the Offer, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in increments of five business days each until the earliest to occur of (x) the satisfaction or waiver of the Minimum Tender Condition or such other condition, or Parent reasonably determines that any Offer Condition is not capable of being satisfied on or prior to December 29, 1998, (y) the termination 9 4 of this Agreement in accordance with its terms and (z) December 29, 1998; provided, however, that if any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) has publicly made a Takeover Proposal (as defined in Section 6.02(a)) or disclosed in writing its intention to make a Takeover Proposal, Sub shall not be required pursuant to this sentence to extend the Offer for more than 20 business days beyond the date on which such Takeover Proposal was publicly announced or such intention was disclosed if at the end of such 20 business day period the Company has given Parent a Notice of Superior Proposal with respect to the Takeover Proposal. Subject only to the conditions set forth in Exhibit A, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. supplemented to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

  • Future Offerings Subject to the exceptions described below, the Company will not, without the prior written consent of a majority-in-interest of the Buyers, negotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component) that involves (A) the issuance of Common Stock at a discount to the market price of the Common Stock on the date of issuance (taking into account the value of any warrants or options to acquire Common Stock issued in connection therewith) or (B) the issuance of convertible securities that are convertible into an indeterminate number of shares of Common Stock or (C) the issuance of warrants during the period (the “Lock-up Period”) beginning on the Closing Date and ending on the later of (i) two hundred seventy (270) days from the Closing Date and (ii) one hundred eighty (180) days from the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective (plus any days in which sales cannot be made thereunder). In addition, subject to the exceptions described below, the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending two (2) years after the end of the Lock-up Period unless it shall have first delivered to each Buyer, at least twenty (20) business days prior to the closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing each Buyer an option during the fifteen (15) day period following delivery of such notice to purchase its pro rata share (based on the ratio that the aggregate principal amount of Notes purchased by it hereunder bears to the aggregate principal amount of Notes purchased hereunder) of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Capital Raising Limitations”). In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyers concerning the proposed Future Offering, the Company shall deliver a new notice to each Buyer describing the amended terms and conditions of the proposed Future Offering and each Buyer thereafter shall have an option during the fifteen (15) day period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act, an equity line of credit or similar financing arrangement) resulting in net proceeds to the Company of in excess of $15,000,000, or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company. Notwithstanding anything in this section 4(e) to the contrary, in the event the Company’s Board of Directors decides, in good faith, to enter into a transaction or relationship in which the Company issues shares of Common Stock or other securities of the Company to a person or any entity which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company received benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose business is investing in securities, the Company shall be permitted to do so.

  • Private Offering It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.

  • Subsequent Offerings Subject to applicable securities laws, each Founding Investor will have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Founding Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

  • Terms of the Offering We may advise you orally or by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire”) of the particular method and supplementary terms and conditions of any Offering (including the price or prices at which the Securities initially will be offered by the several Underwriters, or if the price is to be determined by a formula based on market price, the terms of the formula, (the “Offering Price”) and any Selling Concession or, if applicable, Reallowance) in which you are invited to participate. Any such Wire may also amend or modify such provisions of this Master SDA in respect of the Offering to which such Wire relates, and may contain such supplementary provisions as may be specified in any Wire relating to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such supplementary terms and conditions shall supersede any provision of this Master SDA. Unless otherwise indicated in any such Wire, acceptances and other communications by you with respect to an Offering should be sent pursuant to the terms of Section 19 hereof. Notwithstanding that we may not have sent you a Wire or other form of invitation to participate in such Offering or that you may not otherwise have responded by wire or other written communication (any such communication being deemed “In Writing”) to any such Wire or other form of invitation, you will be deemed to have accepted the terms of our offer to participate as a Selected Dealer and of this Master SDA (as amended, modified or supplemented by any Wire) by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected Dealer. We reserve the right to reject any acceptance in whole or in part. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters may be subject to the approval of all legal matters by counsel and may be subject to the satisfaction of other conditions. Any application for additional Securities will be subject to rejection in whole or in part.

  • Service Offerings Our Services vary and particular descriptions of such Services can be found at points where you access each respective Service. We genera ly provide the Services to you free of charge, unless otherwise noted at the time the Services are presented to you for acceptance and use. Use of our Services is subject to your agreement with this XXXX and your compliance with same. We make no representation or warranty with respect to the quality, accuracy and/or completeness of the Services. We may suspend, modify, terminate and/or alter the Services at any time and for any reason, in our sole discretion.

  • Offerings Subject in part to the truth and accuracy of the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the Notes, Warrants and Conversion Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

  • Proceeds of the Offering No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating in the Offering, except as specifically authorized herein.

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