Sandler O’Xxxxx definition

Sandler O’Xxxxx has the meaning set forth in Section 4.7.

Sandler O’Xxxxx or the “Agent”) with respect to the offer and sale by the Company of up to 52,763,659 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “Securities.” In addition, as described herein, the Company will contribute a number of shares of Common Securities to Columbia Bank Foundation (the “Foundation”) equal to 3% of the Company’s issued and outstanding shares of Common Stock upon completion of the Offerings (such shares hereinafter being referred to as the “Foundation Shares”). The Securities are being offered for sale and the Foundation Shares are being contributed all in accordance with the Plan of Stock Issuance (the “Plan”) adopted by the Boards of Directors of the MHC, the Company and the Bank which provides for a stock offering, in compliance with regulations of the Board of Governors of the Federal Reserve System (the “FRB”) of up to 49.9% of the Common Stock of the Company. However, the Company currently plans to sell up to approximately 46.0% of its Common Stock in accordance with the Plan, inclusive of the shares to be contributed to the Foundation. As a result of the sale of its Common Stock under the Plan, including the contribution of its Common Stock to the Foundation, the MHC will own approximately 54.0% of the Company’s outstanding Common Stock.

Sandler O’Xxxxx or “you”) is acting as manager of a syndicate or is otherwise responsible for the distribution of securities by means of an offering of securities for sale to selected dealers (“Selected Dealers”), we may be offered the right to purchase as principal a portion of the securities being distributed; the offering of Securities is hereinafter called the “Offering.” This will confirm our mutual agreement as to the general terms and conditions applicable to our participation in any such selected dealer group organized by Sandler O’Xxxxx as follows:

Examples of Sandler O’Xxxxx in a sentence

• On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler O’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action which is inconsistent with any applicable laws, regulations, decisions or orders.

• It is understood that in no event shall Sandler O’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities.

• On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Sandler O’Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Offerings.

• The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler O’Xxxxx and containing customary representations, warranties, conditions, agreements and indemnities, which purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the “Purchase Agreement”).

• On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler O’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders.

• If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the Company and the Bank, Sandler O’Xxxxx will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis.

• Sandler O’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering.

• Sandler O’Xxxxx will serve as sole book-running manager of any Syndicated Offering.

• The terms and conditions of this Agreement shall be applicable to any offering of securities (“Securities”) wherein Sandler O’Xxxxx (acting for its own account or for the account of any underwriting or similar group or syndicate) is responsible for managing or otherwise implementing the sale of the Securities to Selected Dealers and has expressly informed us that such terms and conditions shall be applicable.

• Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler O’Xxxxx of such due diligence investigation or inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler O’Xxxxx, shall be satisfactory, and (iii) the execution and delivery of a definitive Purchase Agreement.

More Definitions of Sandler O’Xxxxx

Sandler O’Xxxxx means Sandler O'Xxxxx & Partners, LLP, the financial advisor to Pulaski in connection with the transactions provided for in this Agreement.

Sandler O’Xxxxx or the “Placement Agent”) is not acting as a fiduciary or financial or investment adviser for the Purchaser. The Purchaser represents and warrants that the Offerors are not acting as a fiduciary or financial or investment adviser for the Purchaser.

Sandler O’Xxxxx means Sandler O'Xxxxx & Partners, LLP, the financial advisor to Kearny in connection with the transactions provided for in this Agreement.