The Company has filed a Registration Statement (the "Registration Statement") with the Securities and Exchange Commission to register for sale to the public under the Securities Act of 1933, as amended (the "Act"), shares of the Company's common stock, $0.01 par value per share (the "Common Stock"). The shares to be covered by the Registration Statement shall consist of (a) up to 3,475,514 shares of Common Stock to be sold by the Company and (b) up to 170,094 shares of Common Stock (the "Shares") to be sold by the Selling Shareholders. Each of the Selling Shareholders has executed and delivered a Power of Attorney (the "Power of Attorney") naming Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxx, and each of them, as his attorney-in-fact (each an "Attorney-in-Fact"), for certain purposes, including the execution, delivery and performance of this Agreement in his name, place and xxxxx, in connection with the proposed sale by each Selling Shareholder of the number of Shares set forth opposite such Selling Shareholder's name in Annex I.
The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (File No. 333-137359) (the "Registration Statement") containing a prospectus relating to the Offering for the registration of the Securities and the Foundation Shares under the Securities Act of 1933 (the "1933 Act"), and has filed such amendments thereof 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 SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes 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 SEC and shall include any supplements and amendments thereto from and after their dates of effectiveness of use, respectively. In accordance with Chapter 167H, Section 9 of the Massachusetts General Laws and Chapter 33 of the Massachusetts Administration Code (together, the "Massachusetts Conversion Regulations"), the MHC has filed with the Massachusetts Commissioner of Banks (the "Commissioner") an Application for Conversion (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the "Massachusetts Application"), including copies of the MHC's Information Statement for a Special Meeting of its Corporators relating to the Conversion (the "Corporators' Statement"), the Valuation Appraisal Report prepared by RP Financial, LC. (the "Appraisal"), and the Prospectus. In accordance with 12 U.S.C. ss. 1828(c) and 12 C.F.R. Part 303, Subpart D (together with the Massachusetts Converssion Regulations, the "Conversion Regulations"), the Bank has filed with the Federal Deposit Insurance Corporation (the "FDIC") an application for the MHC to merge with and into the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter re...
The Company has filed a registration statement with respect to the Securities with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), which is more particularly described in the Underwriting Agreement hereinafter referred to. As used herein, the "Registration Statement" means such registration statement, as amended and supplemented from time to time in accordance with the Act, and the "Prospectus" means the prospectus constituting a part of the Registration Statement, as amended and supplemented from time to time in connection with the offering of the Securities. One or more amendments or supplements to the Registration Statement or the Prospectus have been or may be filed in which, with our consent hereby given, we have been or will be named as one of the underwriters of the Securities, but no such amendment or supplement shall release us from or otherwise affect our obligations hereunder or under the Underwriting Agreement.
Examples of The Company has in a sentence
The Company has complied with each request (if any) from the Commission for additional information.
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.
The Company has never been an issuer subject to Rule 144(i) under the Securities Act.
The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market.
The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act.
More Definitions of The Company has
The Company has filed all SEC Reports on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Company has delivered to each Investor a true, correct and complete copy of all SEC Reports filed within the ten (10) days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports were prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or specifically identified in the SEC Reports.
The Company has filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form S-l (File No. _____________) (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 thereof 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 SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time such prospectus is filed with the SEC.
The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333-14975) covering the registration of the U.S. Securities under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). Two forms of prospectus are to be used in connection with the offering and sale of the Securities: one relating to U.S. Securities (the "Form of U.S. Prospectus") and one relating to the International Securities (the "Form of International Prospectus") The Form of International Prospectus is identical to the Form of U.S. Prospectus, except for the front cover and back cover pages and information under the caption "Underwriting." The information included in any such prospectus, if any, or in any such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each Form of U.S. Prospectus and Form of International Prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto and schedules thereto at the time it became effective and including the Rule 430A Information and the Rule 434 Information, as applicable, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement,...