Sandler X’Xxxxx definition

Sandler X’Xxxxx has the meaning set forth in Section 3.7.

Sandler X’Xxxxx means Sandler X’Xxxxx + Partners, L.P.

Sandler X’Xxxxx means Sandler X’Xxxxx & Partners, L.P., the independent financial advisor to the Special Committee.

Examples of Sandler X’Xxxxx in a sentence

• It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities.

• On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Sandler X’Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Offerings.

• On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action which is inconsistent with any applicable laws, regulations, decisions or orders.

• If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the Company and the Bank, Sandler X’Xxxxx will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis.

• The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx and containing customary representations, warranties, conditions, agreements and indemnities, which purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the “Purchase Agreement”).

• On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders.

• Except for Sandler X’Xxxxx + Partners, L.P. (the “Placement Agent”), neither the Company nor any Company Subsidiary nor any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the Company or any Company Subsidiary, in connection with the Transactions.

• Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the execution and delivery of a definitive Purchase Agreement.

• On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action which is inconsistent with any applicable laws, regulations, decisions or orders.

• Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers.

More Definitions of Sandler X’Xxxxx

Sandler X’Xxxxx has the meaning assigned to such term in Recital G.

Sandler X’Xxxxx or the “Placement Agent”) is not acting as a fiduciary or financial or investment adviser for the Purchaser. The Purchaser represents and warrants that the Offerors are not acting as a fiduciary or financial or investment adviser for the Purchaser.

Sandler X’Xxxxx has the meaning given to that term in Section 3.13 of this Agreement.

Sandler X’Xxxxx is acting as Representative (in such capacity, the “Representative”), with respect to the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Perpetual Non-Cumulative Preferred Stock, Series A, par value $0.01 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aggregate 4,000,000 shares of Preferred Stock to be purchased by the Underwriters are referred to herein, collectively, as the “Securities.” The Company understands that the Underwriters propose to complete the public offering of the Securities contemplated hereby as soon as the Representative deems advisable after this Agreement has been executed and delivered. The Company previously prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-171634) covering the issuance and sale of certain securities of the Company from time to time, including the Securities to be issued and sold by the Company under this Agreement, under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Regulations”). Such registration statement has been declared effective by the Commission under the 1933 Act not earlier than three years prior to the date hereof. Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at