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 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 achievement of 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 (i) $250,000 of Conversion Stock in the Subscription Offering or (ii) one-tenth of 1% of the total offering in the Subscription 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 total number ...
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. 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.
2. Individual orders accepted in the Community Offering shall be filled up to a maximum of 2% of the Conversion Stock, and thereafter remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled.
3. The Conversion Stock to be offered in the Community Offering will be offered and sold in a manner that will achieve the widest distribution of the Conversion Stock.
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. If less than the total number of shares of Common Stock to be subscribed for in the Stock 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. The maximum amount of Common Stock that any Person may purchase in the Community Offering, subject to the further limitations of Section 11 hereof (and exclusive of an increase in the total number of shares issued due to an increase in the maximum of the Offering Range of up to 15%), shall not exceed $200,000. The maximum amount may be decreased or increased to up to 5% of the total offering of shares in the Stock Offering, subject to any required regulatory approval but without notice to Participants, subject to the preferences set forth in Section 11 hereof. In the Community Offering, if any, shares will be available for purchase by certain members of the general public, and a preference may be given to natural persons and trusts of natural persons residing in the Local Community and second, to natural persons and trusts of natural persons residing in the State of New Jersey ("Community Purchasers"). If the Persons whose orders would otherwise be accepted, subscribe for more shares than are available for purchase, the shares available to them will be allocated among those Persons submitting orders in the Community Offering up to a maximum of 2% of the Common Stock offered in the Stock Offering and thereafter remaining shares shall be allocated on an equal number of shares basis per order until all orders have
Community Offering. 18- Section 3.06 Subscription and Community Offering Procedures; Order Forms....................................................... -19- Section 3.07 Payment for Common Stock.......................................... -20- Section 3.08 Syndicated Community Offering..................................... -22- Section 3.09 Public Offering Alternative....................................... -22- Section 3.10 Restrictions on Purchase and Transfer of Common Stock............. -23- Section 3.11 Time Limits for Sale of Shares; Effect of Inability to Sell....... -24- Section 3.12 Establishment and Funding of Foundation........................... -25- Section 3.13 Enforcement of Terms and Conditions............................... -25- ARTICLE IV Certain Restrictions --------------------
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. 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. 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.
