Payment for Common Stock. All payments for Common Stock subscribed for in the Subscription and Community Offering (if any), must be delivered in full to the Bank, together with a properly completed and executed Order Form, on or prior to the expiration date specified on the Order Form or purchase order, as the case may be, unless such date is extended by the Bank; provided, however, that if the Employee Plans subscribe for shares during the Subscription Offering, the Employee Plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock upon consummation of the Offering. The Bank may make scheduled discretionary contributions to Employee Plans provided such contributions do not cause the Bank to fail to meet its regulatory capital requirement. Notwithstanding the foregoing, the Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to the completion of the Stock Offering. Payment for Common Stock subscribed for shall be made either in cash (if delivered in person), check or money order. Alternatively, subscribers in the Subscription and Community Offering (if any) may pay for the shares subscribed for by authorizing the Bank on the Order Form to make a withdrawal from the subscriber's Savings Account at the Bank in an amount equal to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expired, whichever occurs first. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the annual passbook rate on payments for Common Stock received in cash or by money order or check. Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Minority Offering. If for any reason the Minority Offering is not consummated, all payments made by subscribers in the Minority Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock Offering.
Appears in 3 contracts
Samples: Plan of Stock Issuance (Synergy Financial Group Inc), Plan of Stock Issuance (Asb Holding Co), Plan of Stock Issuance (American Financial Group Inc)
Payment for Common Stock. All payments for Common Stock subscribed for in the Subscription and Community Offering (if any), must be delivered in full to the Bank, together with a properly completed and executed Order Form, on or prior to the expiration date specified on the Order Form or purchase order, as the case may be, unless such date is extended by the Bank; provided, however, that if the Employee Plans subscribe for shares during the Subscription Offering, the Employee Plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock upon consummation of the Offering. The Bank may make scheduled discretionary contributions to Employee Plans provided such contributions do not cause the Bank to fail to meet its regulatory capital requirement. Notwithstanding the foregoing, the Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to the completion of the Stock Offering. Payment for Common Stock subscribed for shall be made either in by cash (if delivered in person), check or money order. Alternatively, subscribers in the Subscription and Community Offering (if any) may pay for the shares subscribed for by authorizing the Bank on the Order Form to make a withdrawal from the subscriber's Savings Account at the Bank in an amount equal to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expired, whichever occurs first. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the annual passbook rate on payments for Common Stock received in cash or by money order or check. Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Minority Offering. If for any reason the Minority Offering is not consummated, all payments made by subscribers in the Minority Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock Offering.premature
Appears in 1 contract
Payment for Common Stock. All payments (a) Payment for shares of Common Stock subscribed for in the Subscription Offering and in any Community, Syndicated Community Offering or Public Offerings shall be equal to the Maximum Subscription Price multiplied by the number of shares that are being subscribed for. Such payment must, except as noted below, be made at the time the Order Form is delivered to the Company and may be made:
(i) in cash, if any), must be delivered in full to person, or by check, bank draft, or money order, or
(ii) if the subscriber has a Deposit Account in the Bank, together with the subscriber may authorize the Bank to withdraw from such Deposit Account an amount equal to the aggregate Maximum Subscription Price of the shares for which the Person subscribed. If the subscriber is a properly completed and executed Order FormBenefit Plan of the Bank, the subscribing Benefit Plan may pay for the shares of Common Stock at the Actual Purchase Price on or prior to the expiration date specified Effective Date. If the subscribing Benefit Plan is an employee stock ownership plan, it may pay on or prior to the Order Form Effective Date only if it has received a loan commitment from the Company or purchase ordera source of funding acceptable to the Company, as committing to advance to the case may be, unless such date is extended by Benefit Plan on or before the Bank; provided, however, that if Effective Date the Employee Plans subscribe for shares during the aggregated Maximum Subscription Offering, the Employee Plans will not be required to pay for Price of the shares at for which the time they subscribe but rather may pay for such shares of Common Stock upon consummation of the Offering. The Bank may make scheduled discretionary contributions to Employee Plans provided such contributions do not cause the Bank to fail to meet its regulatory capital requirementBenefit Plan subscribed. Notwithstanding the foregoing, the Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to 48 hours before the completion of the Stock Offering. Payment for Common Stock Reorganization, unless such 48-hour period is waived by the Bank and the Company, in their sole discretion.
(b) If the Actual Purchase Price is less than the Maximum Subscription Price, the difference will be promptly refunded to all subscribers (or withdrawal authorizations from time or Deposit Accounts shall be reduced).
(c) If a subscriber authorizes a withdrawal of the amount of the Maximum Subscription Price multiplied by the number of shares that are being subscribed for shall be made either in cash (if delivered in person), check from a time or money order. Alternatively, subscribers in Deposit Account with the Subscription and Community Offering (if any) may pay Bank as payment for the shares subscribed for by authorizing for, the Bank on will have the right upon receipt of the Order Form by the Company to make such withdrawal immediately or to place a hold on such account equal to such aggregate Maximum Subscription Price. The Bank will allow withdrawal from certificates of deposit for such payment without the subscriber's Savings Account at assessment of penalties; however, if the Bank withdrawal results in an amount equal the certificate failing to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the any applicable minimum balance requirement, the certificate shall evidencing the account may be canceled at the time of withdrawal, without penalty, and the remaining balance transferred to a statement savings account that will earn interest at the regular passbook rate. Funds for which a withdrawal Where any applicable required minimum balance is authorized maintained in such certificate account, the rate of return on the balance of the certificate account will remain in the same as prior to such early withdrawal. If the Bank withdraws funds from a subscriber's Savings Account but may not be used by time account, or places a hold on such account, in accordance with this Section 3.07, and the subscriber until time account matures prior to the Common Stock has been sold date the Reorganization is completed or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expired, whichever occurs first. Thereafterterminated, the withdrawal funds so withdrawn or placed under a hold shall be transferred upon maturity of the time account to a statement savings account that will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) earn interest at the Purchase Price per share. Interest regular passbook rate.
(d) The Bank will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank pay interest, at not less than the annual passbook rate on payments rate, for all amounts paid in cash, by check, bank draft or money order to purchase shares of the Common Stock received in cash the Subscription Offering or by money order or check. Such interest will be paid Community Offering from the date payment is received by until the date the Reorganization is completed or terminated. If any withdrawal from a time or Deposit Account made pursuant to paragraph (c) above is made at any time prior to the date the Reorganization is completed or terminated, the Bank shall pay interest to the subscriber on the amount withdrawn as if such amount had remained in the account from which it was withdrawn until consummation the date the Reorganization is completed or termination terminated.
(e) The Bank will not knowingly loan funds or otherwise extend credit to any Person for the purpose of purchasing shares of the Minority Offering. If Common Stock.
(f) Wire transfers as payment for any reason the Minority Offering is Common Stock will not consummated, all payments made by subscribers in the Minority Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans permitted or granting any lines of credit for the purchase of stock in the Stock Offeringaccepted as proper payment.
Appears in 1 contract
Payment for Common Stock. All payments for Common Stock subscribed for in the Subscription and Community Offering (if any), must be delivered in full to the Bank, together with a properly completed and executed Order Form, on or prior to the expiration date specified on the Order Form or purchase order, as the case may be, unless such date is extended by the Bank; provided, however, that if the Employee Plans subscribe for shares during the Subscription Offering, the Employee Plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock upon consummation of the Offering. The Bank may make scheduled discretionary contributions to Employee Plans provided such contributions do not cause the Bank to fail to meet its regulatory capital requirement. Notwithstanding the foregoing, the Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to the completion of the Stock Offering. Payment for Common Stock subscribed for shall be made [either in by ]by cash (if delivered in person), check or money order. Alternatively, subscribers in the Subscription and Community Offering (if any) may pay for the shares subscribed for by authorizing the Bank on the Order Form to make a withdrawal from the subscriber's Savings Account at the Bank in an amount equal to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expired, whichever occurs first. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the annual passbook rate on payments for Common Stock received in cash or by cash, money order or check. Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Minority Offering. If for any reason the Minority Offering is not consummated, all payments made by subscribers in the Minority Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock Offering.
Appears in 1 contract
Payment for Common Stock. All payments for Common Stock subscribed for in the Subscription and Subscription, Community Offering (if any), Public and Syndicated Public Offerings (if applicable) must be delivered in full to the Bank, together with a properly completed and executed original Order Form, or purchase order in the case of the Syndicated Public Offering, on or prior to the expiration date specified on the Order Form or purchase order, as the case may be, unless such date is extended by the Bank; provided, however, that if the Employee Plans subscribe subscribes for shares during the Subscription Offering, the Employee Plans Plan will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock upon consummation of the OfferingReorganization. The Bank may make scheduled discretionary contributions to an Employee Plans Plan provided such contributions do not cause the Bank to fail to meet its regulatory capital requirement. Notwithstanding the foregoing, the Bank and the Stock Holding Company shall have the right, in their its sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), Public or Syndicated Public Offering and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), Public or Syndicated Public Offering at any time prior to the completion of the Stock OfferingReorganization. Payment for Common Stock subscribed for shall be made either in cash (if delivered in person), check or money order. Alternatively, subscribers in the Subscription and Subscription, Community Offering (if any) and Public Offerings may pay for the shares subscribed for by authorizing the Bank on the Order Form to make a withdrawal from the subscriber's Savings Account at the Bank in an amount equal to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTSDepartment) following the Subscription Offering has expired, whichever occurs first. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the passbook annual passbook rate on payments for Common Stock received in cash or by money order or check. Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Minority Offeringconversion. If for any reason the Minority Offering conversion is not consummated, all payments made by subscribers in the Minority Offering Subscription, Community (if any), Public and Syndicated Public Offerings will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock OfferingReorganization, and therefore, will not do so.
Appears in 1 contract
Payment for Common Stock. All payments (a) Payment for shares of Common Stock subscribed for by Participants in the Subscription Offering and payment for shares of Common Stock ordered by Persons in the Community Offering (shall be equal to the Purchase Price multiplied by the number of shares that are being subscribed for or ordered, respectively. Such payment may be made in cash, if any), must be delivered in full to person, or by check, bank draft or money order at the Bank, together with a properly completed and executed Order Form, on or prior to the expiration date specified on time the Order Form is delivered to the Savings Bank, provided that checks will only be accepted subject to collection. The Primary Parties, in their sole and absolute discretion, may also elect to receive payment for shares of Common Stock by wire transfer. In addition, the Primary Parties may elect to provide Participants and/or other Persons who have a Deposit Account with the Savings Bank the opportunity to pay for shares of Common Stock by authorizing the Savings Bank to withdraw from such Deposit Account an amount equal to the aggregate Purchase Price of such shares. Payment may also be made by a Participant using funds held for such Participant's benefit by a Savings Bank Benefit Plan to the extent that such plan allows participants or purchase orderany related trust established for the benefit of such participants to direct that some or all of their individual accounts or sub-accounts be invested in Common Stock.
(b) Notwithstanding the above, as the case may be, unless such date is extended by the Bank; provided, however, that if the Tax-Qualified Employee Stock Benefit Plans subscribe for shares of Common Stock during the Subscription Offering, the Employee Plans such plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock subscribed for by such plans upon consummation of the Offering. The Bank may make scheduled discretionary contributions Offerings, provided that, in the case of the employee stock ownership plan, there is in force from the time of its subscription until the consummation of the Offerings, a loan commitment to Employee Plans provided lend to the employee stock ownership plan, at such contributions do not cause time, the aggregate price of the shares for which it subscribed.
(c) If a Participant or other Person authorizes the Savings Bank to fail to meet its regulatory capital requirement. Notwithstanding withdraw the foregoingamount of the Purchase Price from his or her Deposit Account, the Savings Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to the completion of the Stock Offering. Payment for Common Stock subscribed for shall be made either in cash (if delivered in person), check or money order. Alternatively, subscribers in the Subscription and Community Offering (if any) may pay for the shares subscribed for by authorizing the Bank on the Order Form right to make a such withdrawal from the subscriber's Savings Account at the Bank in an amount or to freeze funds equal to the purchase price aggregate Purchase Price upon receipt of the Order Form. Notwithstanding any regulatory provisions regarding penalties for early withdrawals from certificate accounts, the Savings Bank may allow payment by means of withdrawal from certificate accounts without the assessment of such sharespenalties. Such authorized withdrawal, whether from In the case of an early withdrawal of only a savings passbook or certificate portion of such account, the certificate evidencing such account shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the canceled if any applicable minimum balance requirementrequirement ceases to be met. In such case, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the regular passbook raterate . Funds for which a However, where any applicable minimum balance is maintained in such certificate account, the rate of return on the balance of the certificate account shall remain the same as before such early withdrawal. This waiver of the early withdrawal penalty applies only to withdrawals made in connection with the purchase of Common Stock and is authorized entirely within the discretion of the Primary Parties.
(d) The subscription funds will remain be held by the Savings Bank or, in the subscriberSavings Bank's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expireddiscretion, whichever occurs firstin an escrow account at an unaffiliated financial institution. ThereafterThe Holding Company shall pay interest, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the annual Savings Bank's passbook rate on payments rate, for all amounts paid in cash, by check, bank draft or money order to purchase shares of Common Stock received in cash or by money order or check. Such interest will be paid the Subscription Offering and the Community Offering from the date payment is received until the date the Conversion is completed or terminated.
(e) The Holding Company will not offer or sell any of the Common Stock proposed to be issued to any Person whose purchase would be financed by funds loaned, directly or indirectly, to the Person by the Bank until consummation or termination Savings Bank.
(f) Each share of Common Stock shall be non-assessable upon payment in full of the Minority Offering. If for any reason the Minority Offering is not consummated, all payments made by subscribers in the Minority Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock OfferingPurchase Price.
Appears in 1 contract
Payment for Common Stock. All payments for Common Stock subscribed for in the Subscription and Community Offering (if any), must be delivered in full to the Bank, together with a properly completed and executed Order Form, on or prior to the expiration date specified on the Order Form or purchase order, as the case may be, unless such date is extended by the Bank; provided, however, that if the Employee Plans subscribe for shares during the Subscription Offering, the Employee Plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock upon consummation of the Offering. The Bank may make scheduled discretionary contributions to Employee Plans provided such contributions do not cause the Bank to fail to meet its regulatory capital requirement. Notwithstanding the foregoing, the Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to the completion of the Stock Offering. Payment for Common Stock subscribed for shall be made either in cash (if delivered in person), by check or money order. Alternatively, subscribers in the Subscription and Community Offering (if any) may pay for the shares subscribed for by authorizing the Bank on the Order Form to make a withdrawal from the subscriber's Savings Account at the Bank in an amount equal to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expired, whichever occurs first. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the annual passbook rate on payments for Common Stock received in cash or by money order or check. Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Minority Offering. If for any reason the Minority Offering is not consummated, all payments made by subscribers in the Minority Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock Offering.
Appears in 1 contract
Payment for Common Stock. All payments for Common Stock subscribed for in the Subscription and Community Offering (if any), must be delivered in full to the Bank, together with a properly completed and executed Order Form, on or prior to the expiration date specified on the Order Form or purchase order, as the case may be, unless such date is extended by the Bank; provided, however, that if the Employee Plans subscribe for shares during the Subscription Offering, the Employee Plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock upon consummation of the Stock Offering. The Bank may make scheduled discretionary contributions to Employee Plans provided such contributions do not cause the Bank to fail to meet its regulatory capital requirement. Notwithstanding the foregoing, the Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to the completion of the Stock Offering. Payment for Common Stock subscribed for shall be made either in by cash (if delivered in person), check or money order. AlternativelyFunds received with orders will be held in a deposit account established at the Bank for that sole purpose. The Bank and the Stock Holding Company may decide during the offering to also hold funds received with orders in a deposit account at another insured depository institution. Interest will be paid at not less than the Bank's annual passbook rate on payments for Common Stock received by cash, money order or check. Such interest will be paid from the date payment is received until consummation or termination of the Stock Offering. If for any reason the Stock Offering is not consummated, all payments made by subscribers in the Stock Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. Subscribers in the Subscription and Community Offering (if any) may pay for the shares subscribed for by authorizing the Bank on the Order Form to make a withdrawal from the subscriber's Savings Account at the Bank in an amount equal to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expired, whichever occurs first. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the annual passbook rate on payments for Common Stock received in cash or by money order or check. Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Minority Offering. If for any reason the Minority Offering is not consummated, all payments made by subscribers in the Minority Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock Offering.
Appears in 1 contract
Payment for Common Stock. All payments (a) Payment for shares of Common Stock subscribed for by Participants in the Subscription Offering and payment for shares of Common Stock ordered by Persons in the Community Offering (shall be equal to the Purchase Price multiplied by the number of shares that are being subscribed for or ordered, respectively. Such payment may be made in cash, if any), must be delivered in full to person, or by check, bank draft or money order at the Bank, together with a properly completed and executed Order Form, on or prior to the expiration date specified on time the Order Form is delivered to the Savings Bank, provided that checks will only be accepted subject to collection. The Primary Parties, in their sole and absolute discretion, may also elect to receive payment for shares of Common Stock by wire transfer. In addition, the Primary Parties may elect to provide Participants and/or other Persons who have a Deposit Account with the Savings Bank the opportunity to pay for shares of Common Stock by authorizing the Savings Bank to withdraw from such Deposit Account an amount equal to the aggregate Purchase Price of such shares. Payment may also be made by a Participant using funds held for such Participant’s benefit by a Savings Bank Benefit Plan to the extent that such plan allows participants or purchase orderany related trust established for the benefit of such participants to direct that some or all of their individual accounts or sub-accounts be invested in Common Stock.
(b) Notwithstanding the above, as the case may be, unless such date is extended by the Bank; provided, however, that if the Tax-Qualified Employee Stock Benefit Plans subscribe for shares of Common Stock during the Subscription Offering, the Employee Plans such plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock subscribed for by such plans upon consummation of the Offering. The Bank may make scheduled discretionary contributions Offerings, provided that, in the case of the employee stock ownership plan, there is in force from the time of its subscription until the consummation of the Offerings, a loan commitment to Employee Plans provided lend to the employee stock ownership plan, at such contributions do not cause time, the aggregate price of the shares for which it subscribed.
(c) If a Participant or other Person authorizes the Savings Bank to fail to meet its regulatory capital requirement. Notwithstanding withdraw the foregoingamount of the Purchase Price from his or her Deposit Account, the Savings Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to the completion of the Stock Offering. Payment for Common Stock subscribed for shall be made either in cash (if delivered in person), check or money order. Alternatively, subscribers in the Subscription and Community Offering (if any) may pay for the shares subscribed for by authorizing the Bank on the Order Form right to make a such withdrawal from the subscriber's Savings Account at the Bank in an amount or to freeze funds equal to the purchase price aggregate Purchase Price upon receipt of the Order Form. Notwithstanding any regulatory provisions regarding penalties for early withdrawals from certificate accounts, the Savings Bank may allow payment by means of withdrawal from certificate accounts without the assessment of such sharespenalties. Such authorized withdrawal, whether from In the case of an early withdrawal of only a savings passbook or certificate portion of such account, the certificate evidencing such account shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the canceled if any applicable minimum balance requirementrequirement ceases to be met. In such case, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the regular passbook raterate . Funds for which a However, where any applicable minimum balance is maintained in such certificate account, the rate of return on the balance of the certificate account shall remain the same as before such early withdrawal. This waiver of the early withdrawal penalty applies only to withdrawals made in connection with the purchase of Common Stock and is authorized entirely within the discretion of the Primary Parties.
(d) The subscription funds will remain be held by the Savings Bank or, in the subscriber's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expiredBank’s discretion, whichever occurs firstin an escrow account at an unaffiliated financial institution. ThereafterThe Holding Company shall pay interest, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the annual Savings Bank’s passbook rate on payments rate, for all amounts paid in cash, by check, bank draft or money order to purchase shares of Common Stock received in cash or by money order or check. Such interest will be paid the Subscription Offering and the Community Offering from the date payment is received until the date the Conversion is completed or terminated.
(e) The Holding Company will not offer or sell any of the Common Stock proposed to be issued to any Person whose purchase would be financed by funds loaned, directly or indirectly, to the Person by the Bank until consummation or termination Savings Bank.
(f) Each share of Common Stock shall be non-assessable upon payment in full of the Minority Offering. If for any reason the Minority Offering is not consummated, all payments made by subscribers in the Minority Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock OfferingPurchase Price.
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Payment for Common Stock. All payments for Common Stock subscribed for in the Subscription and Community Offering (if any), must be delivered in full to the Bank, together with a properly completed and executed Order Form, on or prior to the expiration date specified on the Order Form or purchase order, as the case may be, unless such date is extended by the Bank; provided, however, that if the Employee Plans subscribe for shares during the Subscription Offering, the Employee Plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock upon consummation of the Stock Offering. The Bank may make scheduled discretionary contributions to Employee Plans provided such contributions do not cause the Bank to fail to meet its regulatory capital requirement. Notwithstanding the foregoing, the Bank and the Stock Holding Company shall have the right, in their sole discretion, to permit institutional investors to submit contractually irrevocable orders in the Community Offering (if any), and to thereafter submit payment for the Common Stock for which they are subscribing in the Community Offering (if any), at any time prior to the completion of the Stock Offering. Payment for Common Stock subscribed for shall be made either in by cash (if delivered in person), check or money order. Alternatively, subscribers in the Subscription and Community Offering (if any) may pay for the shares subscribed for by authorizing the Bank on the Order Form to make a withdrawal from the subscriber's Savings Account at the Bank in an amount equal to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal is authorized will remain in the subscriber's Savings Account but may not be used by the subscriber until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the OTS) following the Subscription Offering has expired, whichever occurs first. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Purchase Price per share. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest will be paid by the Bank at not less than the annual passbook rate on payments for Common Stock received in cash or by cash, money order or check. Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Minority Stock Offering. If for any reason the Minority Stock Offering is not consummated, all payments made by subscribers in the Minority Stock Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Savings Accounts, refunds will be made by canceling the authorization for withdrawal. The Bank is prohibited by regulation from knowingly making any loans or granting any lines of credit for the purchase of stock in the Stock Offering.
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