Community Offering. Any shares of Common Stock not subscribed for in the Subscription Offering may be offered for sale in a Community Offering. This will involve an offering of all unsubscribed shares directly to the general public with a preference first to the stockholders of record of the Mid-Tier Holding Company as of the Voting Record Date and then to those natural persons residing in the Community. Subject to the requirements set forth herein, the manner in which the Conversion Stock is sold in the Community Offering shall have as the objective the widest possible distribution of such stock. In the event of a Community Offering, all shares of Conversion Stock which are not subscribed for in the Subscription Offering shall be offered for sale by means of a direct community marketing program, which may provide for the use of brokers, dealers or investment banking firms experienced in the sale of financial institution securities. Each order for Conversion Stock in the Community Offering shall be subject to the absolute right of the Primary Parties to accept or reject any such order in whole or in part either at the time of receipt of an order or as soon as practicable following completion of the Community Offering. Available shares will be allocated first to each Person whose order is accepted in an amount equal to the lesser of 100 shares or the number of shares subscribed for by each such Person, if possible. Thereafter, unallocated shares shall be allocated among the Persons whose accepted orders remain unsatisfied in the same proportion that the unfilled order of each bears to the total unfilled orders of all Persons whose accepted orders remain unsatisfied, provided that no fractional shares shall be issued. The amount of Conversion Stock that any Person may purchase in the Community Offering shall not exceed the greater of $500,000 of Conversion Stock or up to 5% of the total offering, provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, subject to any required regulatory approval but without the further approval of Members of the Mutual Holding Company or the Shareholders of the Mid-Tier Holding Company; and provided further that, to the extent applicable, and subject to the preferences set forth and the limitations on purchases of Conversion Stock set forth in this section and Section 6 of this Plan, orders for Conversion Stock in the Community Offering shall first be filled to a maximum of 2% of the ...
Community Offering the offering of the Common Stock for sale to certain members of the general public directly by the Stock Holding Company.
Community Offering. No waiver, amendment or other modification of this Agreement shall be effective unless in writing and signed by the parties hereto.
Community Offering. 1. Any shares of Conversion Stock not purchased through the exercise of Subscription Rights in the Subscription Offering may be sold in a Community Offering, which may commence concurrently with the Subscription Offering. Shares of Conversion Stock will be offered in the Community Offering to the general public, giving preference first, to the Bank's Employee Stock Ownership Plan, second to shareholders of First Star, and third, to natural persons and the trusts of natural persons (including individual retirement and Xxxxx retirement accounts and personal trusts in which such natural persons have substantial interests) who are permanent Residents of the Local Community. The Community Offering may commence concurrently with or as soon as practicable after the completion of the Subscription Offering and must be completed within 45 days after the last day of the Subscription Offering, unless extended by First Star with the approval of the FDIC and the Department. If sufficient shares are not available to satisfy all orders in the Community Offering, the shares available will be allocated by First Star in its discretion. First Star shall have the right to accept or reject orders in the Community Offering in whole or in part.
Community Offering. If less than the total number of shares of Common Stock to be subscribed for in the Minority Offering are sold in the Subscription Offering, shares remaining may be made available for purchase in the Community Offering to certain members of the general public.
Community Offering. The term Community Offering means the offering for ------------------ sale to certain members of the general public with a preference given to Preferred Subscribers directly by the BANK or the Holding Company, if utilized, of any shares of Conversion Stock not subscribed for in the Subscription Offering.
Community Offering. Such prospectus contains information with respect to the Bank, the Company and the Common Stock.
Community Offering. The offering of any shares unsubscribed in the Subscription Offering to Persons as may be selected by Xxxxxx and Elberton in their sole discretion. Conversion Merger. The change of Elberton’s Charter and Bylaws to those of a federally-chartered stock savings association, the Bank Merger, and the issuance and sale by Oconee of the Oconee Conversion Stock, all as provided for in this Plan and in the Agreement.
Community Offering. The amount, if any, of Oconee Conversion Stock not subscribed for in the Subscription Offering may be offered for sale in a Community Offering. The Community Offering will involve an offering of the unsubscribed amount of shares of Oconee Conversion Stock directly to the general public. Shares will be available for purchase by members of the general public to whom a Prospectus is delivered by Oconee or on its behalf, with preference given first to natural persons, including trusts of natural persons, residing in Elberton, Georgia or Xxxxxx County, Georgia (“Community Resident”), and then to shareholders of record of Oconee on the last day of the month immediately preceding the effectiveness of the Offering Statement filed by Oconee to register the shares of Oconee Conversion Stock (“Eligible Oconee Shareholders”). The Community Offering, if any, shall be for a period of [TBD] unless extended by Oconee and Elberton, and shall commence concurrently with, during or promptly after the Subscription Offering. Oconee may use an investment banking firm or firms on a best efforts basis to sell Oconee Conversion Stock in the Subscription Offering and the Community Offering. Oconee may pay a commission or other fee to such investment banking firm or firms as to the shares sold by such firm or firms in the Subscription Offering and the Community Offering and may also reimburse such firm or firms for expenses incurred in connection with the sale. The Oconee Conversion Stock will be offered and sold in the Community Offering, in accordance with OCC regulations, so as to achieve the widest distribution of the Oconee Conversion Stock. Oconee, in its sole and absolute discretion, may reject, in whole or in part, purchase orders received from any Person under this section. In the event of an oversubscription for shares of Oconee Conversion Stock in the Community Offering, the available shares shall be allocated first to each Community Resident whose order is accepted in an amount equal to the lesser of 100 shares or the number of shares subscribed for by each such Community Resident, if possible. Thereafter, unallocated shares shall be allocated among the Community Residents whose accepted orders remain unsatisfied on an equal number of shares per order basis until all available shares have been allocated, provided that no fractional shares shall be issued. If there are any shares remaining after all accepted orders by Community Residents have been satisfied, such remaining...
Community Offering. 1. Any shares of Conversion Stock not purchased through the exercise of Subscription Rights in the Subscription Offering may be sold in a Community Offering, which may commence concurrently with the Subscription Offering. Shares of Conversion Stock will be offered in the Community Offering to the general public, giving preference to shareholders of First Star and to natural persons and the trusts of natural persons (including individual retirement and Xxxxx retirement accounts and personal trusts in which such natural persons have substantial interests) who are permanent Residents of the Local Community. The Community Offering may commence concurrently with or as soon as practicable after the completion of the Subscription Offering and must be completed within 45 days after the last day of the Subscription Offering, unless extended by First Star with the approval of the FDIC and the Department. If sufficient shares are not available to satisfy all orders in the Community Offering, the shares available will be allocated by First Star in its discretion. First Star shall have the right to accept or reject orders in the Community Offering in whole or in part.
