Common use of Public Offering Alternative Clause in Contracts

Public Offering Alternative. Subject to such terms, conditions and procedures as may be determined by the Primary Parties, any shares of Conversion Stock not sold in the Subscription Offering may, as an alternative to a Syndicated Offering, be offered for sale by the Company to or through Underwriters in a Public Offering. The limitations on purchases of Conversion Stock set forth in Section 5.06 of this Plan shall not be applicable to sales to Underwriters for purposes of such a Public Offering. Any such Underwriter shall agree to purchase such shares from the Company with a view to reoffering them to the general public at the Purchase Price, subject to the following terms and conditions: (1) Any Underwriting Agreement shall provide that the Underwriter shall agree to purchase all shares of the Conversion Stock not sold in the Subscription Offering, if any such shares are purchased. (2) The aggregate price paid to the Company by or through the Underwriter for the Conversion Stock shall be the number of shares sold multiplied by the Purchase Price, less the amount of an underwriting discount as negotiated between the Bank, the Company, and the Underwriters and approved by the OTS and the National Association of Securities Dealers, Inc. (3) The Underwriting Agreement shall be subject to the following conditions and such other conditions as may be acceptable to the Primary Parties and the OTS: (a) the amount of Conversion Stock that any Person may purchase in the Public Offering shall not exceed $2,000,000 of Conversion Stock; provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, exclusive of an increase in the total number of shares issued due to an increase in the Offering Range of up to 15%, subject to any required regulatory approval but without the further approval of the Depositors or the Stockholders of the Bank; (b) purchases in the Public Offering by Persons (other than Underwriters) shall be subject to the limitations of Section 5.06 of this Plan; (c) the Company and its Underwriters shall use reasonable efforts to assure that the stock to be offered and sold in the Public Offering shall be offered and sold in a manner that, to the extent practicable, will achieve a widespread distribution of such stock; and (d) each order for Conversion Stock in the Public Offering shall be subject to the absolute right of the Primary Parties to accept or reject any such order in whole or in part, and if the Primary Parties reject any part of any order, the subscriber shall not have the right to cancel the remainder of such Person’s order. The Primary Parties may commence the Public Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering, and the Public Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Primary Parties with any required regulatory approval. If for any reason a Syndicated Offering or a Public Offering of shares of Company Common Stock not sold in the Subscription Offering cannot be effected, or if any insignificant residue of shares of Conversion Stock is not sold in the Subscription Offering or in the Syndicated Offering or Public Offering, if any, other arrangements will be made for the disposition of unsubscribed shares by the Company, if possible. Such other arrangements will be subject to the approval of the OTS.

Public Offering Alternative. Subject to such terms, conditions and procedures as may be determined by the Primary Parties, any shares of Conversion Stock not sold in the Subscription Offering or the Community Offering may, as an alternative to or along with a Syndicated Community Offering, be offered for sale by the Holding Company to or through Underwriters in a Public OfferingUnderwriters. The limitations on purchases of Conversion Stock set forth in Section 5.06 6 of this Plan shall not be applicable to sales to Underwriters for purposes of such a Public Offering. Any such Underwriter shall agree to (a) purchase such shares from the Holding Company with a view to reoffering them to the general public at public; (b) use their best efforts, or make a firm commitment, to sell, for the Purchase Priceaccount of the Holding Company, such shares to the general public; or (c) a combination of (a) and (b), subject to the following terms and conditions: (1) Any Underwriting Agreement shall provide that the Underwriter shall agree to purchase all shares of the Conversion Stock not sold in the Subscription Offering or the Community Offering, if any such shares are purchased. (2) The aggregate price paid to the Holding Company by or through the Underwriter for the Conversion Stock shall be the number of aggregate price at which such shares sold multiplied by were offered in the Purchase PriceSubscription Offering, less the amount of an underwriting discount as negotiated between the Bank, the Holding Company, and the Underwriters and approved by the OTS and the National Association of Securities Dealers, Inc. (3) The Underwriting Agreement shall be subject to the following conditions and such other conditions as may be acceptable to the Primary Parties Bank, the Company and the OTS: (a) the amount of Conversion Stock that any Person may purchase in the Public Offering shall not exceed $2,000,000 of Conversion Stock; provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, exclusive of an increase in the total number of shares issued due to an increase in the Offering Range of up to 15%, subject to any required regulatory approval but without the further approval of the Depositors or the Stockholders of the Bank; (bi) purchases in the Public Offering by Persons (other than Underwriters) shall be subject to the limitations of Section 5.06 6 of this Plan; (c) and the Holding Company and its Underwriters shall use reasonable efforts to assure that the stock to be offered and sold in the Public Offering shall be offered and sold in a manner that, to the extent practicable, will achieve a widespread the widest distribution of such stock. The amount of Conversion Stock that any Person may purchase in the Public Offering shall not exceed $500,000 of Conversion Stock, provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, subject to any required regulatory approval but without the further approval of Members of the Mutual Holding Company or the Shareholders of the Mid-Tier Holding Company; and (d) each order for provided further that, to the extent applicable, and subject to the limitations on purchases of Conversion Stock set forth in this section and Section 6 of this Plan, purchases of Conversion Stock in the Public Offering shall be subject to the absolute right limitation of a maximum of 2% of the Primary Parties to accept or reject total number of shares of Conversion Stock sold in the Offerings and thereafter any such remaining shares shall be allocated on an equal number of shares basis per order in whole or in part, and if until all of the Primary Parties reject any part of any order, the subscriber shall not have the right to cancel the remainder of such Person’s orderConversion Stock has been sold. The Primary Parties may commence the Public Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering, Offering and/or Community Offering and Syndicated Community Offering and the Public Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Primary Parties with any required regulatory approval. If for any reason a Syndicated Community Offering or a Public Offering of shares of Holding Company Common Stock not sold in the Subscription Offering and Community Offerings cannot be effected, or if any insignificant residue of shares of Conversion Stock is not sold in the Subscription Offering and Community Offerings or in the Syndicated Offering Community or Public Offering, if any, other arrangements will be made for the disposition of unsubscribed shares by the CompanyBank, if possible. Such other purchase arrangements will be subject to the approval of the OTS.

Public Offering Alternative. Subject to such terms, conditions and procedures as may be determined by the Primary Parties, any shares of Conversion Stock not sold in the Subscription Offering or the Community Offering may, as an alternative to or along with a Syndicated Community Offering, be offered for sale by the Holding Company to or through Underwriters in a Public OfferingUnderwriters. The limitations on purchases of Conversion Stock set forth in Section 5.06 6 of this Plan shall not be applicable to sales to Underwriters for purposes of such a Public Offering. Any such Underwriter shall agree to (a) purchase such shares from the Holding Company with a view to reoffering them to the general public at public; (b) use their best efforts, or make a firm commitment, to sell, for the Purchase Priceaccount of the Holding Company, such shares to the general public; or (c) a combination of (a) and (b), subject to the following terms and conditions: (1) Any Underwriting Agreement shall provide that the Underwriter shall agree to purchase all shares of the Conversion Stock not sold in the Subscription Offering or the Community Offering, if any such shares are purchased. (2) The aggregate price paid to the Holding Company by or through the Underwriter for the Conversion Stock shall be the number of aggregate price at which such shares sold multiplied by were offered in the Purchase PriceSubscription Offering, less the amount of an underwriting discount as negotiated between the Bank, the Holding Company, and the Underwriters and approved by the OTS and the National Association of Securities Dealers, Inc. (3) The Underwriting Agreement shall be subject to the following conditions and such other conditions as may be acceptable to the Primary Parties Bank, the Company and the OTS: (a) the amount of Conversion Stock that any Person may purchase in the Public Offering shall not exceed $2,000,000 of Conversion Stock; provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, exclusive of an increase in the total number of shares issued due to an increase in the Offering Range of up to 15%, subject to any required regulatory approval but without the further approval of the Depositors or the Stockholders of the Bank; (bi) purchases in the Public Offering by Persons (other than Underwriters) shall be subject to the limitations of Section 5.06 6 of this Plan; and (cii) the Holding Company and its Underwriters shall use reasonable efforts to assure that the stock to be offered and sold in the Public Offering shall be offered and sold in a manner that, to the extent practicable, will achieve a widespread wide distribution of such stock; and (d) each order for . The amount of Conversion Stock that any Person may purchase in the Public Offering shall not exceed $500,000 of Conversion Stock, provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, subject to any required regulatory approval but without the further approval of Members of the Mutual Holding Company or the Shareholders of the Mid-Tier Holding Company; and subject to the absolute right limitations on purchases of the Primary Parties to accept or reject any such order Conversion Stock set forth in whole or in part, this section and if the Primary Parties reject any part Section 6 of any order, the subscriber shall not have the right to cancel the remainder of such Person’s orderthis Plan. The Primary Parties may commence the Public Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering, Offering and/or Community Offering and Syndicated Community Offering and the Public Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Primary Parties with any required regulatory approval. If for any reason a Syndicated Community Offering or a Public Offering of shares of Holding Company Common Stock not sold in the Subscription Offering and Community Offerings cannot be effected, or if any insignificant residue of shares of Conversion Stock is not sold in the Subscription Offering and Community Offerings or in the Syndicated Offering Community or Public Offering, if any, other arrangements will be made for the disposition of unsubscribed shares by the CompanyBank, if possible. Such other purchase arrangements will be subject to the approval of the OTS.

Public Offering Alternative. Subject to such terms, conditions and procedures as may be determined by the Primary Parties, any shares of Conversion Stock not sold in the Subscription Offering or the Community Offering may, as an alternative to or along with a Syndicated Community Offering, be offered for sale by the Holding Company to or through Underwriters in a Public OfferingUnderwriters. The limitations on purchases of Conversion Stock set forth in Section 5.06 6 of this Plan shall not be applicable to sales to Underwriters for purposes of such a Public Offering. Any such Underwriter shall agree to (a) purchase such shares from the Holding Company with a view to reoffering them to the general public at public; (b) use their best efforts, or make a firm commitment, to sell, for the Purchase Priceaccount of the Holding Company, such shares to the general public; or (c) a combination of (a) and (b), subject to the following terms and conditions: (1) Any Underwriting Agreement shall provide that the Underwriter shall agree to purchase all shares of the Conversion Stock not sold in the Subscription Offering or the Community Offering, if any such shares are purchased. (2) The aggregate price paid to the Holding Company by or through the Underwriter for the Conversion Stock shall be the number of aggregate price at which such shares sold multiplied by were offered in the Purchase PriceSubscription Offering, less the amount of an underwriting discount as negotiated between the Bank, the Holding Company, and the Underwriters and approved by the OTS and the National Association of Securities Dealers, Inc. (3) The Underwriting Agreement shall be subject to the following conditions and such other conditions as may be acceptable to the Primary Parties Bank, the Company and the OTS: (a) the amount of Conversion Stock that any Person may purchase in the Public Offering shall not exceed $2,000,000 of Conversion Stock; provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, exclusive of an increase in the total number of shares issued due to an increase in the Offering Range of up to 15%, subject to any required regulatory approval but without the further approval of the Depositors or the Stockholders of the Bank; (bi) purchases in the Public Offering by Persons (other than Underwriters) shall be subject to the limitations of Section 5.06 6 of this Plan; (c) and the Holding Company and its Underwriters shall use reasonable efforts to assure that the stock to be offered and sold in the Public Offering shall be offered and sold in a manner that, to the extent practicable, will achieve a widespread the widest distribution of such stock. The amount of Conversion Stock that any Person may purchase in the Public Offering shall not exceed $____ of Conversion Stock, provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, subject to any required regulatory approval but without the further approval of Members of the Mutual Holding Company or the Shareholders of the Mid-Tier Holding Company; and (d) each order for provided further that, to the extent applicable, and subject to the limitations on purchases of Conversion Stock set forth in this section and Section 6 of this Plan, purchases of Conversion Stock in the Public Offering shall be b subject to the absolute right limitation of a maximum of 2% of the Primary Parties to accept or reject total number of shares of Conversion Stock sold in the Offerings and thereafter any such remaining shares shall be allocated on an equal number of shares basis per order in whole or in part, and if until all of the Primary Parties reject any part of any order, the subscriber shall not have the right to cancel the remainder of such Person’s orderConversion Stock has been sold. The Primary Parties may commence the Public Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering, Offering and/or Community Offering and Syndicated Community Offering and the Public Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Primary Parties with any required regulatory approval. If for any reason a Syndicated Community Offering or a Public Offering of shares of Holding Company Common Stock not sold in the Subscription Offering and Community Offerings cannot be effected, or if any insignificant residue of shares of Conversion Stock is not sold in the Subscription Offering and Community Offerings or in the Syndicated Offering Community or Public Offering, if any, other arrangements will be made for the disposition of unsubscribed shares by the CompanyBank, if possible. Such other purchase arrangements will be subject to the approval of the OTS.

Public Offering Alternative. Subject to such terms, conditions and procedures as may be determined by the Primary Parties, any shares (a) Shares of Conversion Common Stock not sold in the Subscription Offering or the Community Offering may, as an alternative to a Syndicated OfferingCommunity Offering pursuant to Section 3.08, be offered for sale by the Company to or through Underwriters in a Public OfferingUnderwriters. The limitations on purchases provisions of Conversion Stock set forth in Section 5.06 of this Plan 3.10 shall not be applicable to sales to Underwriters for purposes of such a Public Offering. Any such Underwriter shall agree to (a) purchase such shares from the Company with a view to reoffering them to the general public at public; (b) use their best efforts to sell, for the Purchase Priceaccount of the Company, such shares to the general public; or (c) a combination of (a) and (b), subject to the following terms and conditions: (1b) Any Underwriting Agreement shall provide that the Underwriter Underwriters shall agree to purchase all shares of the Conversion Common Stock not sold in the Subscription Offering or the Community Offering, if any such shares are purchased. (2c) The aggregate price paid to the Company by or through the Underwriter Underwriters for the Conversion Common Stock shall be the number aggregate Public Offering Price for the shares of shares sold multiplied by the Purchase PriceCommon Stock so offered, less the amount of an underwriting discount discounts and commissions as negotiated between the Bank, the Company, Company and the Underwriters and approved by the OTS Superintendent and the National Association of Securities Dealers, Inc. (3d) The Underwriting Agreement shall be subject to the following conditions and such other conditions as may be acceptable to the Primary Parties Bank, the Company and the OTS: Superintendent: (a) the amount of Conversion Stock that any Person may purchase in the Public Offering shall not exceed $2,000,000 of Conversion Stock; provided, however, that this amount may be increased to up to 5% of the total offering of shares of Conversion Stock, exclusive of an increase in the total number of shares issued due to an increase in the Offering Range of up to 15%, subject to any required regulatory approval but without the further approval of the Depositors or the Stockholders of the Bank; (bi) purchases in the Public Offering by Persons (other than Underwriters) shall be subject to the limitations of Section 5.06 of this Plan3.10; and (cii) the Company and its Underwriters shall use reasonable efforts to assure that the stock to be offered and sold in the Public Offering shall be offered and sold in a manner that, to the extent practicable, will achieve a widespread reasonably wide distribution of such stock; and . (de) each order for Conversion Stock in the Public Offering shall be subject to the absolute right of the Primary Parties to accept or reject any such order in whole or in part, and if the Primary Parties reject any part of any order, the subscriber shall not have the right to cancel the remainder of such Person’s order. The Primary Parties may commence the Public Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering, and the Public Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Primary Parties with any required regulatory approval. If for any reason a Syndicated Community Offering or a Public Offering of shares of Company Common Stock not sold in the Subscription Offering and Community Offerings cannot be effected, or if any insignificant residue of shares of Conversion Common Stock is not sold in the Subscription Offering and Community Offerings or in the Syndicated Offering Community or Public Offering, if any, other arrangements will be made for the disposition of unsubscribed shares by the CompanyBank, if possible. Such other purchase arrangements will be subject to the approval of the OTSSuperintendent.