Manner of the Offering Sample Clauses

Manner of the Offering. Dealer shall use its best efforts to offer and sell the Securities on behalf of the Company in accordance with the provisions of and applicable rules, regulations and published administrative interpretations under Section 4(2) of the 1933 Act and the provisions of the securities or blue sky laws of any jurisdictions in which the company and Dealer mutually determine to offer and sell the Securities. Dealer shall comply with all the following: (i) Dealer agrees to offer the Securities only to accredited investors as defined in Regulation D promulgated under the Securities Act of 1933, and only to investors in those states in which the Company has authorized it to make offers and sales and in which Dealer is qualified to make offers and sales of the Shares. (ii) Dealer shall use reasonable efforts to select investors it reasonably believes meet the investor suitability requirements set forth in the Subscription agreement, which is an exhibit to the Offering Materials, and such additional requirements as are specified in the Subscription Agreement. (iii) Dealer shall maintain a list of the persons to whom Securities are offered and sold and such other records as may be necessary to document Dealer's compliance with restrictions on solicitation. (iv) Dealer shall not give any information or make any representation in connection with the Offering other than those contained in the Offering Materials provided by the Company for use in connection with the Offering. (v) Dealer shall not publish, circulate or otherwise use any other solicitation material without the prior written approval of the Company. (vi) Dealer shall accept subscriptions only from investors who have received a copy of the Offering Materials, including any required supplements, and who have executed a Subscription Agreement. (vii) Dealer shall not purchase any Shares for resale. (viii) Dealer agrees to affix copies of any supplements to the Offering Materials upon receipt. dealer shall return to the Company any and all unused copies of the Offering Materials supplied by the Company to Dealer in connection with the Offering. (ix) Dealer shall supply copies of pertinent documents and otherwise cooperate with the Company in complying with requests or inquiries of any regulatory authorities relating to the Offering. (x) Dealer is not authorized to act as an agent of the Company, and Dealer agrees not to act as such agent and not to purport to do so without the prior written approval of the Company. ...
Sample 1
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Manner of the Offering. Dealer shall use its best efforts to offer and sell the Units on behalf of the Seller in accordance with the provisions of the 1933 Act and the provisions of the securities or blue sky laws of any jurisdictions in which the Seller and Dealer mutually determine to offer and sell the Units. Dealer shall comply with all the following: (i) Dealer agrees to solicit investors only in those states in which it is qualified to make offers and sales of the Units. (ii) Dealer shall use reasonable efforts to select investors it reasonably believes meet the investor suitability requirements set forth in the Purchase Contract, which is an exhibit to the Offering Materials, and such additional requirements as are specified in the Purchase Contract. (iii) Dealer shall not give any information or make any representation in connection with the Offering other than those contained in the Offering Materials provided by the Seller for use in connection with the Offering. (iv) Dealer shall not publish, circulate or otherwise use any other solicitation material without the prior written approval of the Seller. (v) Dealer shall accept subscriptions only from investors who have received a copy of the Offering Materials, including any required supplements, and who have executed a Purchase Contract. (vi) Dealer agrees to affix copies of any supplements to the Offering Materials upon receipt. Dealer shall return to the Seller any and all unused copies of the Offering Materials supplied by the Seller to Dealer in connection with the Offering. (vii) Dealer shall supply copies of pertinent documents and otherwise cooperate with the Seller in complying with requests or inquiries of any regulatory authorities relating to the Offering. (viii) Dealer is not authorized to act as an agent of the Seller or any connection or transaction, and Dealer agrees not to act as such agent and not to purport to do so without the prior written approval of the Seller.
Sample 1
Manner of the Offering. Placement Agent shall offer the Notes and, as to any Notes which may be sold, shall sell such Notes, on behalf of the Company in accordance with the Securities Laws.
Sample 1
Manner of the Offering. The Placement Agent and its representatives understand that the offering is not being registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the private offering exemption provided under Sections 3(b) and 4(2) of the Act and Regulation D, Rules 501-502, 504 and 506 promulgated thereunder. In addition, the offering will either be qualified under applicable state securities laws or made in reliance upon exemptions from such qualification and registration requirements. In order to assure that such exemptions are available and that applicable qualification requirements are adhered to, the following requirements shall be observed: a. The Placement Agent and its representatives shall offer Securities only in accordance with the terms and procedures set forth in the Offering Materials and any Addendums thereto. The Offering Materials shall not be presented, and no offers will be made, to any person unless and until: (i) the Placement Agent or its representatives believe, and have reasonable grounds for said belief, that such person meets the suitability standards set forth in the Offering Materials and is capable of bearing the risks of investment in the Securities; and (ii) the Placement Agent or its representatives shall have in their files sufficient documentation demonstrating that such person does in fact meet such suitability standards. b. In addition, neither the Placement Agent nor its representatives shall make any offer or sale to any person in any state, unless the Company and its counsel have satisfied them that: (i) such offer or sale may be effected in such state; and (ii) that such offer or sale is in compliance with existing state securities laws or regulations applicable to non-public offerings in such state. c. Neither the Placement Agent nor any of its representatives shall discuss the offering with any person or show any person the Offering Materials unless and until the requirements set forth in paragraph 3(a) above have been met with respect to such persons. Neither the Placement Agent nor its representatives shall conduct or participate in any meeting in which the offering is discussed which is not attended exclusively by the Placement Agent's representatives or those of the Company and offerees meeting the requirements referred to above. d. The Placement Agent and its representatives shall keep a record of each person who receives a copy of the Offering Materials and a list of the Offering Materials supplied ...
Sample 1
Manner of the Offering. “At the market offering” that may be made from time to time through or to Ladenburg as sales agent or Common Stock Currently Outstanding (1) 11,110,522 (inclusive of 1,800,000 shares outstanding of non-voting Escalation Shares)
Sample 1

Related to Manner of the Offering

  • The Offering In accordance with a plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.

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