Common use of RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES Clause in Contracts

RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES. The Stock Holding Company will make reasonable efforts to comply with the securities laws of all states in the United States in which Persons entitled to subscribe for shares of Common Stock pursuant to the Plan reside. However, Persons may not be issued subscription rights nor be permitted to purchase shares of Conversion Stock in the Subscription Offering (i) if such Person resides in a foreign country or (ii) if such Person resides in a state of the United States with respect to which, in the sole judgment of the Board of Directors, any of the following apply: (a) a small number of Persons otherwise eligible to subscribe for shares under the Plan reside in such state; (b) the issuance of subscription rights or the offer or sale of shares of Common Stock to such Persons would require the Bank, under the securities laws of such state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify its securities for sale in such state; and (c) registration or qualification in such state would be impracticable for reasons of cost or otherwise.

Appears in 3 contracts

Samples: Kearny Financial Corp., Kearny Financial Corp., Roma Financial Corp

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RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES. The Stock Holding Company will make reasonable efforts to comply with the securities laws of all states in the United States in which Persons entitled to subscribe for shares of Common Stock pursuant to the this Plan reside. However, Persons may not be issued subscription rights nor be permitted to purchase shares of Conversion Stock in the Subscription Offering (i) if such Person resides in a foreign country or (ii) if such Person resides in a state of the United States with respect to which, in the sole judgment of the Board of Directors, any of the following apply: (a) a small number of Persons otherwise eligible to subscribe for shares under the this Plan reside in such state; (b) the issuance of subscription rights or the offer or sale of shares of Common Stock to such Persons would require the Bank, under the securities laws of such state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify its securities for sale in such state; and (c) registration or qualification in such state would be impracticable for reasons of cost or otherwise.

Appears in 1 contract

Samples: MSB Financial Corp.

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RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES. The Stock Holding Company will make reasonable efforts to comply with the securities laws of all states in the United States in which Persons entitled to subscribe for shares of Common Stock pursuant to the this Plan reside. However, Persons may not be issued subscription rights nor be permitted to purchase shares of Conversion Stock in the Subscription Offering (i) if such Person resides in a foreign country or (ii) if such Person resides in a state of the United States with respect to which, in the sole judgment of the Board of Directors, any of the following apply: (a) a small number of Persons otherwise eligible to subscribe for shares under the this Plan reside in such state; (b) the issuance of subscription rights or the offer or sale of shares of Common Stock to such Persons would require the Bank, under the securities laws of such state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify its securities for sale in such state; and or (c) registration or qualification in such state would be impracticable for reasons of cost or otherwise.

Appears in 1 contract

Samples: MSB Financial Corp.

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