Conversion and Reorganization means the series of transactions pursuant to 12 C.F.R.§ 575.12 and 12 C.F.R. Part 563b provided for in this Plan, including but not limited to (i) the mutual to stock conversion of the Mutual Holding Company and its immediately subsequent merger with and into the Mid-Tier Holding Company pursuant to which it will cease to exist, (ii) the merger of the Mid-Tier Holding Company with and into the Holding Company, pursuant to which it will cease to exist, (iii) the cancellation of the shares held by the Mutual Holding Company in the Mid-Tier Holding Company, (iv) the exchange of Holding Company shares for the shares of the Mid-Tier Holding Company held by the Public Shareholders, and (v) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein. All such transactions shall occur substantially simultaneously.
Conversion and Reorganization means (i) the conversion of Montgomery Mutual Holding Company from mutual form to a federal interim stock savings association and its merger into the Association and (ii) the merger transaction pursuant to which the Association will become a wholly owned subsidiary of the Corporation.
Conversion and Reorganization means (i) the conversion of the Mid-Tier Holding Company from a Delaware corporation to a federally chartered stock corporation and then immediately to an interim federal stock savings association and the subsequent Mid-Tier Holding Company Merger pursuant to which the Mid-Tier Holding Company will cease to exist, (ii) the conversion of the Mutual Holding Company from mutual form to an interim federal stock savings association and the subsequent Mutual Holding Company Merger, pursuant to which the Mutual Holding Company will cease to exist, (iii) the Bank Merger, pursuant to which the Bank will become a wholly owned subsidiary of the Holding Company and, in connection therewith, each share of Mid-Tier Holding Company Common Stock outstanding immediately prior to the effective time thereof shall automatically be converted, without further action by the holder thereof, into and become the right to receive shares of Holding Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest, and (iv) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein, which will increase the number of shares of Holding Company Common Stock outstanding and the capitalization of the Holding Company.
Examples of Conversion and Reorganization in a sentence
In connection with the Conversion and Reorganization, the Holding Company will offer shares of Conversion Stock in the Offerings as provided herein.
Following consummation of the Conversion and Reorganization, voting rights with respect to the Bank shall be held and exercised exclusively by the Holding Company as holder of all of the Bank’s outstanding voting capital stock, and voting rights with respect to the Holding Company shall be held and exercised exclusively by the holders of the Holding Company’s voting capital stock.
The Primary Parties may retain and pay for the services of financial and other advisors and investment bankers to assist in connection with any or all aspects of the Conversion and Reorganization, including the payment of fees to brokers for assisting Persons in completing and/or submitting Order Forms.
Each Person holding a Deposit Account at the Bank at the time of the Conversion and Reorganization shall retain an identical Deposit Account at the Bank following the Conversion and Reorganization in the same amount (as adjusted to give effect to any withdrawal made for the purchase of Conversion Stock) and subject to the same terms and conditions (except as to voting and liquidation rights).
It is currently anticipated that the Conversion and Reorganization will be effected in accordance with the procedures specified below.
More Definitions of Conversion and Reorganization
Conversion and Reorganization means (i) the conversion of the Mid-Tier Holding Company from a federally chartered stock corporation to a federal interim savings association and the subsequent Mid-Tier Holding Company Merger pursuant to which the Mid-Tier Holding Company will cease to exist, (ii) the conversion of the Mutual Holding Company from mutual form to a federal interim stock savings association and the subsequent Mutual Holding Company Merger, pursuant to which the Mutual Holding Company will cease to exist, (iii) the Bank Merger, pursuant to which the Bank will become a wholly owned subsidiary of the Holding Company and, in connection therewith, each share of Mid-Tier Holding Company, Common Stock outstanding immediately prior to the effective time thereof shall automatically be converted, without further action by the holder thereof, into and become the right to receive shares of Holding Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest, and (iv) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein, which will increase the number of shares of Holding Company Common Stock outstanding and the capitalization of the Holding Company and the Bank.
Conversion and Reorganization means (i) the conversion of the Mutual Holding Company to an interim federal savings bank and the subsequent merger with the Bank, pursuant to which the Mutual Holding Company will cease to exist, (ii) the Bank Merger, pursuant to which the Bank will become a wholly owned subsidiary of Stock Holding Company and, in connection therewith, each share of Bank Common Stock outstanding immediately prior to the effective time thereof shall automatically be cancelled, and (iii) the issuance of Conversion Stock by Stock Holding Company in the Offerings as provided herein, which will increase the number of shares of Stock Holding Company Common Stock outstanding and the capitalization of Stock Holding Company and the Bank.
Conversion and Reorganization means (i) the conversion of the Mutual ----------------------------- Holding Company to an interim federal savings bank and the subsequent merger with the Bank, pursuant to which the Mutual Holding Company will cease to exist, (ii) the Bank Merger, pursuant to which the Bank will become a wholly owned subsidiary of Community First and, in connection therewith, each share of Bank Common Stock outstanding immediately prior to the effective time thereof shall automatically be cancelled, and (iii) the issuance of Conversion Stock by Community First in the Offerings as provided herein, which will increase the number of shares of Community First Common Stock outstanding and the capitalization of Community First and the Bank.
Conversion and Reorganization means (i) the conversion of the Mutual ------------------------------- Holding Company to an interim federal stock savings bank and the subsequent merger, pursuant to which the Mutual Holding Company will cease to exist, (ii) the conversion of Middle Tier Holding Company to an interim federal stock savings bank and merger into Bank, and (iii) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein.
Conversion and Reorganization means (i) the conversion of the Mutual Holding Company from mutual form to a federal interim stock savings association and the subsequent Mutual Holding Company Merger, pursuant to which the Mutual Holding Company will cease to exist, (ii) the Association Merger, pursuant to which the Association will become a wholly-owned subsidiary of the Holding Company and, in connection therewith, each share of Association Common Stock outstanding immediately prior to the effective time thereof (other than Dissenting Shares, if any) shall automatically be converted, without further action by the holder thereof, into and become the right to receive shares of Holding Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest, and (iii) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein, which will increase the number of shares of Holding Company Common Stock outstanding and the capitalization of the Holding Company and the Association.
Conversion and Reorganization means the series of transactions provided for in this Plan, including but not limited to (i) the mutual to stock conversion of the Mutual Holding Company and its subsequent merger pursuant to which it will cease to exist, (ii) the merger of the Mid-Tier Holding Company with the Bank, pursuant to which it will cease to exist and the Bank will become a wholly owned subsidiary of the Holding Company and, in connection therewith, each share of Mid-Tier Holding Company Common Stock outstanding immediately prior to the effective time thereof shall automatically be converted into and become the right to receive shares of Holding Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest, and (iii) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein. All such transactions shall occur substantially simultaneously.
Conversion and Reorganization means (i) the conversion of the Mutual Holding Company to an interim federal stock savings association and the subsequent merger, pursuant to which the Mutual Holding Company will cease to exist, (ii) the Bank Merger, pursuant to which the Bank will become a wholly owned subsidiary of the Holding Company and, in connection therewith, each share of Bank Common Stock outstanding immediately prior to the effective time thereof that is held by Public Stockholders shall automatically be converted, without further action by the holder thereof, into and become the right to receive shares of Holding Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest, and (iii) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein, which will increase the number of shares of Holding Company Common Stock outstanding and the capitalization of the Holding Company and the Bank.