CONVERSION AND OFFERING Sample Clauses

CONVERSION AND OFFERING. Fox Chase MHC (the “MHC”), Fox Chase Bancorp, Inc. (the “Mid-Tier”) and the Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the MHC, the Mid-Tier, the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or public underwritten offering (collectively, the “Offering”). In connection therewith, the MHC’s, the Mid-Tier’s and the Bank’s Board of Directors will adopt a plan of conversion and reorganization (the “Plan”). Xxxxxx Xxxxxxxx will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between Xxxxxx Xxxxxxxx and the MHC and the Mid-Tier, Xxxxxx Xxxxxxxx will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
CONVERSION AND OFFERING. The Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or pubic underwritten offering (collectively, the “Offering”). In connection therewith, the Bank’s Board of Directors will adopt a plan of conversion (the “Plan”). Xxxxxx Xxxxxxxx will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between Xxxxxx Xxxxxxxx and the Bank, Xxxxxx Xxxxxxxx will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.
Sample 1Sample 2
CONVERSION AND OFFERING. Commencing promptly after the date of this Agreement, Bancorp and First Federal will take all reasonable steps necessary to effect the Conversion and Offering and Bancorp and First Federal shall use their best efforts to satisfy the conditions to closing set forth in Section 8.11. Without limiting the generality of the foregoing, Bancorp shall cause the following to be done: (a) Bancorp shall duly call, give notice of, convene and hold a special meeting of its Board of Directors as soon as practicable for the purpose of approving the Conversion and Offering. (b) Bancorp and First Federal will use all reasonable efforts to prepare and file all required regulatory applications required in connection with the Conversion and Offering, including, without limitation, filing applications with the OTS. (c) Bancorp shall prepare as promptly as practicable, and the Company shall co-operate in the preparation of, a prospectus (the "Prospectus") meeting all requirements of applicable federal and state securities and banking laws and regulations. Bancorp shall incorporate such Prospectus into a Registration Statement on Form S-1, or other applicable form, ("Form S-1") satisfying all applicable requirements of the Securities Act of 1933, and the rules and regulations thereunder. Bancorp shall file the Form S-1 (or other applicable form) with the SEC, and shall use its reasonable best efforts to have the Form S-1 declared effective under the Securities Act of 1933 as promptly as practicable after such filing. (d) The Company shall provide Bancorp with any information concerning it that Bancorp may reasonably request in connection with the Prospectus, and the Company shall promptly notify Bancorp if at any time it becomes aware that the Prospectus or the Form S-1 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the Company and Bancorp shall cooperate in the preparation of a supplement or amendment to such Prospectus, which corrects such misstatement or omission, and shall cause an amended Form S-1 to be filed with the SEC (if applicable). The Company shall provide to Bancorp a "comfort" letter from the independent certified public accountants for the Company, dated as of the date of the Prospectus and updated as of the date of consummation of the Offering, with respec...
Sample 1Sample 2
CONVERSION AND OFFERING. Standard Mutual Holding Company (the “MHC”) and the Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the MHC, the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or pubic underwritten offering (collectively, the “Offering”). In connection therewith, the MHC’s and the Bank’s Board of Directors will adopt a plan of conversion (the “Plan”). Xxxxxx Xxxxxxxx will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between Xxxxxx Xxxxxxxx and the MHC and the Bank, Xxxxxx Xxxxxxxx will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering. 00 Xxxxxxxx Xxxxxxxx | Xxxxxxx Xxxx, Xxx Xxxxxx 00000 | (000) 000-0000 | (000) 000-0000 Fax Member Sipc and Nyse
Sample 1
CONVERSION AND OFFERING. 34 ARTICLE VIII............................................................. 35
Sample 1
CONVERSION AND OFFERING. The Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or public underwritten offering (collectively, the “Offering”). In connection therewith, the Bank’s Board of Directors will adopt a plan of conversion (the “Plan”). Xxxxxx Xxxxxxxx will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED 0000 XXXXXX XXXXXX, XXXXX 0000, XXXXXXXXXXXX, XXXXXXXXXXXX 00000 | (000) 000-0000 | (000) 000-0000 (FAX) | XXX.XXXXXX.XXX MEMBER SIPC AND NYSE Pursuant to a separate engagement letter by and between Xxxxxx Xxxxxxxx and the Bank, Xxxxxx Xxxxxxxx will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.
Sample 1
CONVERSION AND OFFERING. The Bank will convert from the mutual to the stock form of organization (the “Conversion”) by forming a stock holding Institution (the Bank and the holding Institution are referred to herein as the “Institution”). The common stock (the “Common Stock”) would be offered in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering (collectively the “Offering”). In connection therewith, the Institution’s Board of Directors would adopt a plan of conversion and reorganization (the “Plan”). In connection with this transaction, the Institution is contemplating undergoing a full conversion and acquiring Liberty Bank, N.A. (“Liberty”) simultaneously. Stifel proposes to act as financial advisor to the Institution with respect to the reorganization and the Offering and as selling agent with respect to the Offering. Stifel is also providing advice to Liberty in connection with the acquisition pursuant to a separate agreement. Specific terms of services shall be set forth in an agency agreement, in the case of the subscription and community offering and a syndicated community offering or, if appropriate, a public underwriting agreement (together, the “Definitive Agreement”) between Stifel and the Institution. The Definitive Agreement will include customary representations and warranties, covenants, conditions, termination provisions and indemnification, contribution and limitation of liability provisions, all to be mutually agreed upon by Stifel and the Institution (and its successors).
Sample 1
AutoNDA by SimpleDocs

Related to CONVERSION AND OFFERING

  • Conversion of Debentures Section 16.01.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Taxes on Conversion If a Holder converts a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon such conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificate representing the Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any tax withholding required by law or regulation.

  • Delivery of Conversion Shares Upon Conversion Not later than three (3) Trading Days after the Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Terms of the Private Placement Warrants (i) The Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (ii) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

  • Exclusion of Private Placement Warrants The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

  • Conversion and Exercise Procedures The form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Debentures. No additional legal opinion or other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Debentures. The Company shall honor exercises of the Warrants and conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!