Independent Evaluation and Purchase Price of Shares Sample Clauses

Independent Evaluation and Purchase Price of Shares. All shares of Common Stock sold in the Minority Stock Offering shall be sold at a uniform price per share, referred to in this Plan as the "Purchase Price". The Purchase Price and number of shares shall be determined by the Board of Directors of the Stock Holding Company and the Bank immediately prior to the simultaneous completion of all such sales contemplated by this Plan on the basis of the estimated pro forma market value of the Stock Holding Company and the Bank and the fact that the shares offered represent a minority interest in the Stock Holding Company (the "Independent Evaluation").
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Independent Evaluation and Purchase Price of Shares. The Aggregate Purchase Price and the total number of shares of Conversion Stock to be offered in the Offerings will be determined by the Board of Directors of NSB and the Board of Directors of First Star, or their respective designees, immediately prior to the simultaneous completion of all such sales contemplated by this Plan on the basis of the estimated pro forma market value of NSB as an entity merged with the Bank, at such time. The estimated pro forma market value of NSB will be determined for such purpose by an Independent Appraiser on the basis of such appropriate factors as are not inconsistent with applicable regulations. Immediately prior to the Offerings, a subscription price range for the Offerings will be established (the "Valuation Range"), which will vary from 15% above to 15% below the midpoint of the estimated pro forma market value of NSB as an entity merged with the Bank. The number of shares of Conversion Stock ultimately issued and sold will be determined at the close of the Offerings. The subscription price range and the number of shares to be offered may be changed subsequent to the Offerings as the result of any appraisal updates prior to the completion of the Merger Conversion, without notice eligible purchasers in the Offerings and without a resolicitation of subscriptions, provided the aggregate purchase price is not below the low end or more than 15 percent above the high end of the Valuation Range previously approved by the FDIC and the Department. The price per share for the Conversion Stock in the Subscription Offering shall be equal to 90% of the Market Price of First Star Common Stock. The price per share for the Conversion Stock in the Community Offering shall be equal to 100% of the Market Price of First Star Common Stock. The number of shares to be sold to each subscriber will be determined promptly after the final pricing. First Star, in consultation with NSB, will divide the total dollar amount of each subscriber's order by the purchase price per share to determine the total number of shares to be issued to each subscriber, with a cash refund for any difference in lieu of the issuance of fractional or additional shares. First Star and NSB reserve the right to permit subscribers to elect to receive additional whole shares in such process. Notwithstanding the foregoing, no sale of Conversion Stock may be consummated unless, prior to such consummation, the Independent Appraiser confirms to NSB and First Star and to the F...
Sample 1

Related to Independent Evaluation and Purchase Price of Shares

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

  • Subscription and Purchase Price (a) The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Adjustment Upon Subdivision or Combination of Shares of Common Stock If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Adjustment of Warrant Price and Number of Shares Issuable Upon Exercise The Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

  • Consideration and Payment for the Shares In consideration for the Shares, PURCHASER has paid a purchase price of a total of $5,000 ($0.005 per Share) (“Purchase Price”).

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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