Common use of SELECTED DEALERS Clause in Contracts

SELECTED DEALERS. (a) In selling the securities being offered the Underwriter shall offer them solely as agent for the Company and such offer shall be made upon the terms and subject to the conditions set forth in the Registration Statement and Prospectus. The Underwriter shall commence making such offer as agent for the Company as soon after the Effective Date as it may deem advisable. (b) The Underwriter may offer and sell the securities being offered for the Company's account to Selected Dealers pursuant to a form of Selling Agreement pursuant to which the Underwriter may allow such concession (out of its underwriting commission) as it may determine, within the limits set forth in the Registration Statement and Prospectus. All purchases by selected dealers, shall be as agents for the accounts of their customers, and the Underwriter shall have no authority to employ any such dealers as agents for the Company. (c) On each sale by the Underwriter of any of the securities being offered to selected dealers, the Underwriter shall require any selected dealer purchasing any such securities being offered to agree to re-offer the same on the terms and conditions of offering set forth in the Prospectus and to comply with all Commission requirements that the Underwriter is required to comply with. (d) The Selected Dealer shall comply in all respects with the requirements of Rule 15c2-4 of the rules and regulations made by the Commission under the Securities Exchange Act of 1934, as amended. The Selected Dealer shall deposit by 12 noon of the next business day subsequent to the receipt of funds all funds received from the sale of the offered Units, which funds shall be made payable to the escrow agent, in an escrow account, to be maintained at a bank as escrow agent for the benefit of the Subscribers, and the same shall be held in such bank account until the Closing Date, and upon such Closing Date the said funds, shall be promptly transmitted to the Company, who shall at said time provide such documents, certificates, receipts and any and all other papers or instruments as counsel may reasonably deem necessary or appropriate under the circumstances.

SELECTED DEALERS. (a) In selling the securities being offered the Underwriter shall offer them solely as agent for the Company and such offer shall be made upon the terms and subject to the conditions set forth in the Registration Statement and Prospectus. The Underwriter shall commence making such offer as agent for the Company as soon after the Effective Date as it may deem advisable. (b) The Underwriter may offer and sell the securities being offered for the Company's account to Selected Dealers pursuant to a form of Selling Agreement pursuant to which the Underwriter may allow such concession (out of its underwriting commission) as it may determine, within the limits set forth in the Registration Statement and Prospectus. All purchases by selected dealers, shall be as agents for the accounts of their customers, and the Underwriter shall have no authority to employ any such dealers as agents for the Company. (c) On each sale by the Underwriter of any of the securities being offered to selected dealers, the Underwriter shall require any selected dealer purchasing any such securities being offered to agree to re-offer the same on the terms and conditions of offering set forth in the Prospectus and to comply with all Commission requirements that the Underwriter is required to comply with. (d) The Selected Dealer shall comply in all respects with the requirements of Rule 15c2-4 of the rules and regulations made by the Commission under the Securities Exchange Act of 1934, as amended. The Selected Dealer shall deposit by 12 noon of the next business day subsequent to the receipt of funds all funds received from the sale of the offered UnitsShares, which funds shall be made payable to the escrow agent, in an escrow account, to be maintained at a bank as escrow agent for the benefit of the Subscribers, and the same shall be held in such bank account until the Closing Date, and upon such Closing Date the said funds, shall be promptly transmitted to the Company, who shall at said time provide such documents, certificates, receipts and any and all other papers or instruments as counsel may reasonably deem necessary or appropriate under the circumstances.

SELECTED DEALERS. (a) It is understood that in no event shall Sandler X'Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. In selling the securities being offered event the Underwriter Company is unable to sell at least the total minimum of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall offer them solely terminate and the Company shall refund to any persons who have subscribed for any of the Securities the full amount which it may have received from them, together with interest as agent provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC, the Mid-Tier HC and the Bank as set forth in Sections 4, 6(a), 6(c), 6(d), 6(e) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum of Securities, as set forth on the cover page of the Prospectus, are sold and provided OTS approves such offer amount, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxxxxx Spidi & Xxxxx, PC, at 10:00 a.m., local time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the "Closing Time." The Company will pay any stock issue and subject transfer taxes which may be payable with respect to the conditions set forth in the Registration Statement and Prospectus. The Underwriter shall commence making such offer as agent for the Company as soon after the Effective Date as it may deem advisable. (b) The Underwriter may offer and sell the securities being offered for the Company's account to Selected Dealers pursuant to a form of Selling Agreement pursuant to which the Underwriter may allow such concession (out of its underwriting commission) as it may determine, within the limits set forth in the Registration Statement and Prospectus. All purchases by selected dealers, shall be as agents for the accounts of their customers, and the Underwriter shall have no authority to employ any such dealers as agents for the Company. (c) On each sale by the Underwriter of any of the securities being offered to selected dealers, the Underwriter shall require any selected dealer purchasing any such securities being offered to agree to re-offer the same on the terms and conditions of offering set forth in the Prospectus and to comply with all Commission requirements that the Underwriter is required to comply with. (d) The Selected Dealer shall comply in all respects with the requirements of Rule 15c2-4 of the rules and regulations made by the Commission under the Securities Exchange Act of 1934, as amended. The Selected Dealer shall deposit by 12 noon of the next business day subsequent to the receipt of funds all funds received from the sale of the offered Units, which funds shall be made payable Securities. In addition to the escrow agent, in an escrow account, to be maintained at a bank as escrow agent for the benefit reimbursement of the Subscribersexpenses specified in Section 4 hereof, and the same shall be held in such bank account until Agent will receive the Closing Date, and upon such Closing Date the said funds, shall be promptly transmitted to the Company, who shall at said time provide such documents, certificates, receipts and any and all other papers or instruments as counsel may reasonably deem necessary or appropriate under the circumstances.following compensation for its services hereunder:

SELECTED DEALERS. (a) It is understood that in no event shall Sandler O'Neill be obligated to act xx x Xelected Dealer or to take or purchase any Securities. In selling the securities being offered event the Underwriter Company is unable to sell at least the total minimum of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall offer them solely terminate and the Company shall refund to any persons who have subscribed for any of the Securities the full amount which it may have received from them, together with interest as agent provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such offer Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Malizia Spidi & Fisch, X.X., at 10:00 a.m., Exxxxxn Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the "Closing Time." The Company will pay any stock issue and subject transfer taxes which may be payable with respect to the conditions set forth in the Registration Statement and Prospectus. The Underwriter shall commence making such offer as agent for the Company as soon after the Effective Date as it may deem advisable. (b) The Underwriter may offer and sell the securities being offered for the Company's account to Selected Dealers pursuant to a form of Selling Agreement pursuant to which the Underwriter may allow such concession (out of its underwriting commission) as it may determine, within the limits set forth in the Registration Statement and Prospectus. All purchases by selected dealers, shall be as agents for the accounts of their customers, and the Underwriter shall have no authority to employ any such dealers as agents for the Company. (c) On each sale by the Underwriter of any of the securities being offered to selected dealers, the Underwriter shall require any selected dealer purchasing any such securities being offered to agree to re-offer the same on the terms and conditions of offering set forth in the Prospectus and to comply with all Commission requirements that the Underwriter is required to comply with. (d) The Selected Dealer shall comply in all respects with the requirements of Rule 15c2-4 of the rules and regulations made by the Commission under the Securities Exchange Act of 1934, as amended. The Selected Dealer shall deposit by 12 noon of the next business day subsequent to the receipt of funds all funds received from the sale of the offered Units, which funds shall be made payable Securities. In addition to the escrow agent, in an escrow account, to be maintained at a bank as escrow agent for the benefit reimbursement of the Subscribersexpenses specified in Section 4 hereof, and the same shall be held in such bank account until Agent will receive the Closing Date, and upon such Closing Date the said funds, shall be promptly transmitted to the Company, who shall at said time provide such documents, certificates, receipts and any and all other papers or instruments as counsel may reasonably deem necessary or appropriate under the circumstances.following compensation for its services hereunder: