Exchange Offering definition

Exchange Offering means the offer and issuance of Newco Common Stock, in connection with the Conversion, to the existing stockholders of Parent.
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Exchange Offering means the offer and issuance of FNFG Common Stock, in connection with the Conversion, to the existing public shareholders of First Niagara Financial.
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Exchange Offering has the meaning ascribed thereto in the preamble to this Agreement.
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Examples of Exchange Offering in a sentence

  • The closing of the sale of all shares of Holding Company Common Stock sold in the Offering and the Exchange Offering shall occur simultaneously on the effective date of the closing.

  • If such confirmation is not received, the Holding Company may cancel the Offering and the Exchange Offering, extend the Offering and establish a new Subscription Price and/or Appraised Value Range, hold a new Offering and Exchange Offering after canceling the Offering and the Exchange Offering, or take such other action as the Bank Regulators may permit.

  • If such confirmation is not received, the Holding Company may cancel the Offering and the Exchange Offering, extend the Offering and establish a new Subscription Price and/or Appraised Value Range, hold a new Offering and Exchange Offering after canceling the Offering and the Exchange Offering, or take such other action as the Bank Regulators may permit.The Holding Company Common Stock to be issued in the Conversion shall be fully paid and nonassessable.

  • Conversion – The conversion and reorganization of the Mutual Holding Company to stock form pursuant to this Plan, and all steps incident or necessary thereto, including the Offering and the Exchange Offering.

  • If such confirmation is not received, the Holding Company may cancel the Offering and the Exchange Offering, extend the Offering and establish a new Subscription Price and/or Appraised Value Range, or hold a new Offering and Exchange Offering or take such other action as the Bank Regulators may permit.The Holding Company Common Stock to be issued in the Conversion shall be fully paid and nonassessable.

  • As part of the Conversion and the Exchange Offering, each Minority Stockholder will receive Holding Company Common Stock in exchange for Minority Shares.

  • As part of the Conversion, (i) a new stock holding company (the “Holding Company”) will be established to succeed to all of the rights and obligations of the Mutual Holding Company and the Mid-Tier Holding Company, and (ii) the Holding Company will issue shares of Holding Company Common Stock in the Offering and the Exchange Offering.

  • If such confirmation is not received, the Holding Company may cancel the Offering and the Exchange Offering, extend the Offering and establish a new Subscription Price and/or Appraised Value Range, or hold a new Offering and Exchange Offering or take such other action as the Bank Regulators may permit.

  • Conversion – The conversion and reorganization of the Mutual Holding Company to stock form pursuant to this Plan, and all steps incident or necessary thereto including the Offering and the Exchange Offering.

  • As part of the Conversion, each Minority Stockholder will receive Exchange Shares in exchange for its Minority Shares in the Exchange Offering.


More Definitions of Exchange Offering

Exchange Offering means the offer and issuance of New Provident Bancorp Common Stock, in connection with the Conversion, to the existing public shareholders of Provident Bancorp.
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Exchange Offering means the offer and issuance of First Clover Leaf Financial Common Stock, in connection with the Conversion, to the existing public shareholders of First Federal Financial.
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Related to Exchange Offering

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Registered Exchange Offer means the offer by the Issuers, pursuant to a Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Private Exchange Securities shall have the meaning set forth in Section 2(a) hereof.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Private Exchange Notes See Section 2(b) hereof.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.

  • Registration Deadline means, for purposes of the Registration Statement required pursuant to Section 2(a)(i), the earlier of (i) the date that is seventy-five (75) days after the date that the applicable Registration Statement is actually filed or (ii) the date that is seventy-five (75) days after the applicable Filing Deadline and, with respect to any Registration Statement required pursuant to Section 2(a)(ii), the Additional Registration Deadline.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Initial Shelf Registration See Section 3(a).

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.