Minority Stock Offering Sample Clauses
A Minority Stock Offering clause outlines the terms and conditions under which a minority stake in a company may be offered for sale to outside investors. Typically, this clause specifies the percentage of shares considered a minority interest, the process for offering these shares, and any rights of first refusal or approval that existing shareholders may have. Its core function is to provide a clear framework for the sale of minority interests, protecting both the company and existing shareholders from unwanted changes in ownership or control.
Minority Stock Offering. The Minority Stock Offering shall have occurred. All such events which shall occur simultaneously with the Closing shall occur simultaneously with Closing.
Minority Stock Offering. Within 60 days of the date hereof, Bancorp shall adopt a Plan of Minority Stock Issuance in connection with the Minority Stock Offering. Such Plan shall conform in all respects with HOLA and the requirements and regulations of the OTS. Subject to the terms and conditions of this Agreement, including without limitation Section 2.5(b), such Plan shall provide for a percentage of shares of Bancorp Common Stock to be issued in the Minority Stock Offering to persons other than Beneficial MHC so as to permit the maximum number of shares of Bancorp Common Stock to be issued in the Merger to FMS Shareholders. Bancorp shall promptly prepare and file with the OTS a Form MHC-2 and shall prepare and file with the SEC a registration statement on Form S-1 (the “S-1”) in connection with the Minority Stock Offering. The initial filings of the MHC-2 and the S-1 shall contain financial information for both Bancorp and FMS at and for the year ended December 31, 2006. Bancorp shall promptly respond to any and all comments it receives on such filings from the respective staffs of the OTS and SEC and shall use its best efforts to obtain approval of the MHC-2 and have the S-1 declared effective. Bancorp will commence the Minority Stock Offering promptly after receipt of all requisite regulatory clearances and approvals.
Minority Stock Offering. In connection with the Merger and subject to the requirements of Section 6.3 of this Agreement, Bancorp will take all steps necessary to conduct an offering of shares of Bancorp Common Stock in accordance with the applicable regulations of the OTS (“Minority Stock Offering”). Such shares shall be offered for sale at a price of $10.00 per share. Following the Minority Stock Offering and the Merger, no more than 49% of the outstanding shares of Bancorp Common Stock shall be owned by parties other than Beneficial MHC. Following the Minority Stock Offering and the Merger, Beneficial MHC will own at least 51% of Bancorp Common Stock issued and outstanding, and the Bancorp Common Stock issued in the Minority Stock Offering to parties other than Beneficial MHC and in the Merger to the former FMS Shareholders shall constitute up to 49% of the issued and outstanding shares of Bancorp Common Stock. The amount of Bancorp Common Stock to be offered to parties other than Beneficial MHC will be determined so that the total of Bancorp Common Stock issued to parties other than Beneficial MHC in the Minority Stock Offering, plus shares of Bancorp Common Stock issued to FMS Shareholders in the Merger as well as shares reserved for options or the other future compensation programs for directors and employees of Bancorp and its Subsidiaries, would constitute less than 50% of the total Bancorp Common Stock issued and outstanding, and the balance would be owned by Beneficial MHC.
Minority Stock Offering. In connection with the Merger and subject to the requirements of Section 6.3 of this Agreement, LPSB and Bancorp will take all steps necessary to conduct an offering of shares of Bancorp Common Stock in accordance with the applicable regulations of the OTS, IDFI and FDIC (“Minority Stock Offering”). Such shares shall be offered for sale at a price of $10.00 per share. Following the Minority Stock Offering and the Merger, no more than 49.9% of the outstanding shares of Bancorp Common Stock shall be owned by parties other than ▇▇▇▇▇▇▇ MHC. Following the Minority Stock Offering and the Merger, ▇▇▇▇▇▇▇ MHC will own at least 50.1% of Bancorp Common Stock issued and outstanding, and the Bancorp Common Stock issued in the Minority Stock Offering to parties other than ▇▇▇▇▇▇▇ MHC and in the Merger to the former CSFC Shareholders shall constitute up to 49.9% of the issued and outstanding shares of Bancorp Common Stock. The amount of Bancorp Common Stock to be offered to parties other than ▇▇▇▇▇▇▇ MHC will be determined so that the total of Bancorp Common Stock issued to parties other than ▇▇▇▇▇▇▇ MHC in the Minority Stock Offering, plus shares of Bancorp Common Stock issued to CSFC Shareholders in the Merger as well as shares reserved for options or the other future compensation programs for directors and employees of Bancorp and its Subsidiaries, would constitute less than 50% of the total Bancorp Common Stock issued and outstanding, and the balance would be owned by ▇▇▇▇▇▇▇ MHC.