LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering: A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, in the First Priority and Third Priority shall not exceed $200,000 divided by the Purchase Price. B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 divided by the Purchase Price. C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Acting in Concert shall not exceed the lesser of $400,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offering, except for Employee Plans, which in the aggregate may subscribe for up to 5% of the outstanding shares of Common Stock. D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 28% of the total number of shares of Common Stock issued in the Minority Stock Offering. E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500. F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 10, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately). G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participants, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding Company, resolicit certain other large subscribers. For purposes of this Section, the Directors of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Holding Company, the Stock Holding Company and the Bank. H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse stock subsequent to the offering in the open market); (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum. I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan. J. For a period of three years following the Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding Company, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding Company, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
Appears in 1 contract
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, Person or Persons through a single account, account in the First Priority and Third Priority shall not exceed $200,000 ^$100,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 ^$100,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Acting in Concert shall not exceed the lesser of $400,000 150,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offeringshare, except for Employee Plans, which in the aggregate may subscribe for up to 510% of the outstanding shares of Common StockStock issued in the Minority Stock Offering.
D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 2831% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500.
F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 10, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participants, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding Company, resolicit certain other large subscriberssubscribers with respect to increasing their orders. For purposes of this Section, the Directors of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Holding Company, the Stock Holding Company and the Bank.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless to up to 10% of the Employee Plans elect to purchasse stock subsequent to the offering in the open market)Adjusted Maximum; (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.
J. For a period of three years following the Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding Company, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding Company, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
Appears in 1 contract
Samples: Plan of Stock Issuance (Synergy Financial Group Inc)
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, in the First Priority and Third Priority shall not exceed $200,000 300,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 300,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Acting in Concert shall not exceed the lesser of $400,000 300,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offeringshare, except for Employee Plans, which in the aggregate may subscribe for up to 58% of the outstanding shares of Common StockStock issued in the Minority Stock Offering to persons other than the Mutual Holding Company.
D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 2825% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500.
F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 10, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participants, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding Company, resolicit certain other large subscribers. For purposes of this Section, the Directors of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Holding Company, the Stock Holding Company and the Bank.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse purchase stock subsequent to the offering in the open market); (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.
J. For a period of three years following the Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding Company, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding Company, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
Appears in 1 contract
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, Person or Persons through a single account, account in the First Priority and Third Priority shall not exceed $200,000 250,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 250,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Acting in Concert shall not exceed the lesser of $400,000 300,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offeringshare, except for Employee Plans, which in the aggregate may subscribe for up to 510% of the outstanding shares of Common StockStock issued in the Minority Stock Offering.
D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 2831% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500.
F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 10, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participants, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding Company, resolicit certain other large subscriberssubscribers with respect to increasing their orders. For purposes of this Section, the Directors of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Holding Company, the Stock Holding Company and the Bank.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless to up to 10% of the Employee Plans elect to purchasse stock subsequent to the offering in the open market)Adjusted Maximum; (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.
J. For a period of three years following the Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding Company, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding Company, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
Appears in 1 contract
Samples: Plan of Stock Issuance (Synergy Financial Group Inc)
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, person in the First Priority, Third Priority and Third Fourth Priority shall not exceed such number of shares as shall equal $200,000 100,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person (or persons through a single account) or Participant together with any Associate or group of persons Acting in Concert shall not exceed the lesser such number of shares as shall equal $400,000 150,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offeringshare, except for Employee Plans, which in the aggregate may subscribe for up to 510% of the outstanding shares of Common StockStock issued in the Minority Stock Offering.
D. C. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering conversion by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 2831% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. D. A minimum of 25 100 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering conversion to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $5001,000.
F. E. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 8 through 1013, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. F. Depending upon market or financial conditions, the Board of Directors Trustees of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participantsfurther approval of the Members, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company Bank is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding CompanyBank, resolicit certain other large subscribers. For purposes of this SectionSection 14, the Directors Trustees of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors Trustees of the Mutual Holding Company, the Stock Holding Company and the Bank.
H. G. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Estimated Valuation Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse stock subsequent to the offering in the open market); (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 68; (ii) in the event that there is an oversubscription at the Employee Plan level, fill the Employees Plan's subscription up to 10% of the Adjusted Maximum; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 810; (iv) in the event that there is an oversubscription at the Current Depositor level, to fill unfilled subscriptions of Current Depositors exclusive of the Adjusted Maximum in accordance with Section 11; and (ivv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum, with preference given to Persons residing in the Local Community.
I. H. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.
J. I. For a period of three years following the OfferingReorganization, no Officer, Director Trustee or their Associates shall purchase, without the prior written approval of the OTSDepartment, any outstanding shares of common stock of the Stock Holding CompanyBank, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding CompanyBank, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding CompanyBank, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or DirectorTrustee. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
Appears in 1 contract
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, in the First Priority and Third Priority shall not exceed $200,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Persons Acting in Concert shall not exceed the lesser of $400,000 250,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offeringshare, except for Employee Plans, which in the aggregate may subscribe for up to 58% of the outstanding shares of Common StockStock issued in the Stock Offering to Persons other than the Mutual Holding Company.
D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 2830% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500.
F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 1011, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, with the approval of the Office of Thrift Supervision but without notification to Participants, may decrease or increase the purchase limitations and ownership limitations. If a purchase limitation is increased, subscribers in this Plan, provided that the subscription offering who ordered the maximum amount will be, and some other large subscribers who through their subscriptions evidence a desire to purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and mayallowable number of shares, in the sole discretion of the Stock Holding Company's sole discretion, resolicit certain other large subscribersmay be given the opportunity to increase their subscriptions up to the then applicable limit. For purposes The effect of this Section, type of resolicitation will be an increase in the Directors number of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of shares owned by subscribers who increase their being Directors of the Mutual Holding Company, the Stock Holding Company and the Banksubscriptions.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse purchase stock subsequent to the offering Stock Offering in the open market); (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; (iv) in the event that there is an oversubscription at the Other Depositors level, to fill unfilled subscriptions of Other Depositors exclusive of the Adjusted Maximum according to Section 9; and (ivv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Planherein.
J. For a period of three years following the Stock Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding CompanyCommon Stock, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding CompanyCommon Stock, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Common Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person Person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
Appears in 1 contract
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases and issuances of shares of Common Stock in the Minority Stock OfferingConversion Stock:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, in the First Priority and Third Priority shall not exceed $200,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 divided by the Purchase Price.
C. The maximum number of shares of Holding Company Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person or Participant together with any Associate or group of persons Persons Acting in Concert shall not exceed the lesser 200,000 shares of $400,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock OfferingHolding Company Common Stock, except for that the Employee Plans, which in the aggregate Plans may subscribe for up to 510% of the outstanding Holding Company Common Stock issued in the Offering (including shares issued in the event of Common Stockan increase in the maximum of the Offering Range of 15%).
D. B. The maximum number of shares of Holding Company Common Stock which may be issued to or purchased in all categories in of the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate aggregate, when combined with Exchange Shares received by such persons, shall not exceed 2825% of the total number of shares of Holding Company Common Stock issued in the Minority Stock OfferingConversion.
E. C. A minimum of 25 shares of Holding Company Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that in the event the minimum number of shares requirement will not apply if the number of shares of Holding Company Common Stock purchased times the price per share exceeds $500, then such minimum purchase requirement shall be reduced to such maximum number of shares which when multiplied by the price per share shall not exceed $500, as determined by the Board.
F. D. The maximum number of shares of Holding Company Common Stock that may be subscribed for or purchased in the Offering by any Person or Participant together with any Associate or group of Persons Acting in Concert, combined with Exchange Shares received by any such Person or Participant together with any Associate or group of Persons Acting in Concert, shall not exceed 5.0% of the shares of Holding Company Common Stock issued and outstanding at the completion of the Conversion, except that this limitation shall not apply to the Employee Plans. If the number of shares of Holding Company Common Stock otherwise allocable pursuant to Sections 6 8 through 1013, inclusive, to any Person or that Person's ’s Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Holding Company Common Stock allocated to each such Person person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's ’s Associates shall be reduced so that the aggregate allocation to that Person and his or her Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. limits. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, with the Stock Holding Company receipt of any required approvals of the OTS and the Bank, without notification to Participantsfurther approval of Voting Depositors, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offeringshares issued in the Offering except as provided below. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount in the Subscription Offering and may, in the sole discretion of the Stock Holding Company, Company resolicit certain other large subscribers. In the event that the maximum purchase limitation is increased to 5% of the shares issued in the Offering, such limitation may be further increased to 9.99%, provided that orders for Holding Company Common Stock exceeding 5% of the shares of Holding Company Common Stock issued in the Offering shall not exceed in the aggregate 10% of the total shares of Holding Company Common Stock issued in the Offering. Requests to purchase additional shares of the Conversion Stock in the event that the purchase limitation is so increased will be determined by the Board of Directors of the Holding Company in its sole discretion. In the event of an increase in the total number of shares offered in the Subscription Offering due to an increase in the maximum of the Offering Range of up to 15% (the “Adjusted Maximum”), the additional shares will be used to fill the Employee Plans orders and then will be allocated in accordance with the priorities set forth in this Plan. For purposes of this SectionSection 14, the Directors of the Mutual Holding CompanyBank, the Stock Mid-Tier Holding Company and the Bank Holding Company shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Bank, the Mid-Tier Holding Company or the Holding Company, the Stock Holding Company and the Bank.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse stock subsequent to the offering in the open market); (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. . Each Person purchasing Holding Company Common Stock in the Minority Stock Offering Conversion shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.
J. For a period of three years following the Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding Company, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding Company, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
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Samples: Merger Agreement (Partners Trust Financial Group Inc)
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, in the First Priority and Third Priority shall not exceed $200,000 500,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 750,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Acting in Concert shall not exceed [the lesser of of] $400,000 750,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offeringshare, except for Employee Plans, which in the aggregate may subscribe for up to 58% of the outstanding shares of Common StockStock issued in the Minority Stock Offering to persons other than the Mutual Holding Company.
D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 2825% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500.
F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 10, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participants, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding Company, resolicit certain other large subscribers. For purposes of this Section, the Directors of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Holding Company, the Stock Holding Company and the Bank.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse purchase stock subsequent to the offering in the open market); (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.
J. For a period of three years following the Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding Company, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding Company, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.to
Appears in 1 contract
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, in the First Priority and Third Priority shall not exceed $200,000 500,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 750,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Acting in Concert shall not exceed the lesser of $400,000 750,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offeringshare, except for Employee Plans, which in the aggregate may subscribe for up to 58% of the outstanding shares of Common StockStock issued in the Minority Stock Offering to persons other than the Mutual Holding Company.
D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 2825% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500.
F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 10, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participants, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding Company, resolicit certain other large subscribers. For purposes of this Section, the Directors of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Holding Company, the Stock Holding Company and the Bank.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse purchase stock subsequent to the offering in the open market); (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.
J. For a period of three years following the Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding Company, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding Company, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.to
Appears in 1 contract
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, in the First Priority and Third Priority shall not exceed $200,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Acting in Concert shall not exceed the lesser of $400,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offering, except for Employee Plans, which in the aggregate may subscribe for up to 5% of the outstanding shares of Common Stock.
D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 28% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500.
F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 10, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participants, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding Company, resolicit certain other large subscribers. For purposes of this Section, the Directors of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Holding Company, the Stock Holding Company and the Bank.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse stock subsequent to the offering in the open market)subscription; (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Plan.
J. For a period of three years following the Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding Company, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding Company, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
Appears in 1 contract
Samples: Plan of Stock Issuance (American Financial Group Inc)
LIMITATION ON PURCHASES. The following limitations shall apply to all purchases of shares of Common Stock in the Minority Stock Offering:
A. The maximum number of shares of Common Stock which may be purchased in the Subscription Offering by any Person, or Persons through a single account, in the First Priority and Third Priority shall not exceed $200,000 divided by the Purchase Price.
B. The number of shares of Common Stock which may be purchased by any Person or group of persons Persons Acting in Concert in the Community and/or Syndicated Community Offering shall not exceed $200,000 divided by the Purchase Price.
C. The maximum number of shares of Common Stock which may be subscribed for or purchased in all categories in the Minority Stock Offering by any Person together with any Associate or group of persons Persons Acting in Concert shall not exceed the lesser of $400,000 250,000 divided by the Purchase Price per share or 5% of the total shares issued in the Minority Stock Offeringshare, except for Employee Plans, which in the aggregate may subscribe for up to 58% of the outstanding shares of Common StockStock issued in the Stock Offering to Persons other than the Mutual Holding Company.
D. The maximum number of shares of Common Stock which may be purchased in all categories in the Minority Stock Offering by Officers and Directors of the Mutual Holding Company, the Stock Holding Company and the Bank and their Associates in the aggregate shall not exceed 2830% of the total number of shares of Common Stock issued in the Minority Stock Offering.
E. A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Minority Stock Offering to the extent those shares are available; provided, however, that the minimum number of shares requirement will not apply if the number of shares of Common Stock purchased times the price per share exceeds $500.
F. If the number of shares of Common Stock otherwise allocable pursuant to Sections 6 through 10, inclusive, to any Person or that Person's Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Common Stock allocated to each such Person shall be reduced to the lowest limitation applicable to that Person, and then the number of shares allocated to each group consisting of a Person and that Person's Associates shall be reduced so that the aggregate allocation to that Person and his Associates complies with the above maximums, and such maximum number of shares shall be reallocated among that Person and his Associates as they may agree, or in the absence of an agreement, in proportion to the shares subscribed by each (after first applying the maximums applicable to each Person, separately).
G. Depending upon market or financial conditions, the Board of Directors of the Mutual Holding Company, the Stock Holding Company and the Bank, without notification to Participants, may decrease or increase the purchase limitations in this Planherein, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the Minority Stock Offering. If the Mutual Holding Company, the Stock Holding Company and the Bank increases increase the maximum purchase limitations, the Stock Holding Company is only required to resolicit Persons who subscribed for the maximum purchase amount and may, in the sole discretion of the Stock Holding Company, resolicit certain other large subscribers. For purposes of this Section, the Directors of the Mutual Holding Company, the Stock Holding Company and the Bank shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert solely as a result of their being Directors of the Mutual Holding Company, the Stock Holding Company and the BankDirectors.
H. In the event of an increase in the total number of shares offered in the Minority Stock Offering due to an increase in the maximum of the Offering Range of up to 15% (the "Adjusted Maximum") the additional shares will be used in the following order of priority: (i) to fill the Employees Plan's subscription (unless the Employee Plans elect to purchasse purchase stock subsequent to the offering Stock Offering in the open market); (ii) in the event that there is an oversubscription at the Eligible Account Holder level, to fill unfilled subscriptions of Eligible Account Holders exclusive of the Adjusted Maximum according to Section 6; (iii) in the event that there is an oversubscription at the Supplemental Eligible Account Holder level, to fill unfilled subscriptions of Supplemental Eligible Account Holders exclusive of the Adjusted Maximum according to Section 8; and (iv) to fill unfilled Subscriptions in the Community Offering exclusive of the Adjusted Maximum.
I. Each Person purchasing Common Stock in the Minority Stock Offering shall be deemed to confirm that such purchase does not conflict with the above purchase limitations contained in this Planherein.
J. For a period of three years following the Stock Offering, no Officer, Director or their Associates shall purchase, without the prior written approval of the OTS, any outstanding shares of common stock of the Stock Holding CompanyCommon Stock, except from a registered broker-dealer. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding shares of common stock of the Stock Holding CompanyCommon Stock, the exercise of any options pursuant to a stock option plan or purchases of common stock of the Common Stock Holding Company, made by or held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax Qualified Employee Stock Benefit Plan of the Stock Bank or Stock Holding Company (including the Employee Plans) which may be attributable to any Officer or Director. As used herein, the term "negotiated transaction" means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between the seller or any person acting on its behalf and the purchaser or his investment representative. The term "investment representative" shall mean a professional investment advisor acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.communications
Appears in 1 contract