The Offering. In accordance with a plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stoc...
The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Not...
The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) t...
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement relating to the offering (the “Offering”) by the Company of Subscribed Shares and related Warrants. The closing of the Offering to which this Subscription Agreement relates (the “Closing”) may be scheduled by the Company at any time after the execution of this Subscription Agreement. Additional Securities may have been and may continue to be offered and sold from time to time in the Offering, until the date on which the Offering is concluded, through additional closings conducted by the Company with respect to those additional Securities sold.
The Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar Bancorp, MHC, dated February 25, 2021 (the “Plan”), the Company is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership plan; (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on May 3, 2021 (“Other Depositors”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in Middlesex, Somerset, Monmouth, Hunterdon and Union counties in New Jersey; and (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described...
The Offering. The Company is offering the Shares, in connection with the Company's initial public offering (the "Offering"). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933 and the rules and regulations thereunder (collectively, the "1933 Act"), with the Securities and Exchange Commission (the "Commission") a registration statement on Form SB-2 (File No. 333-135900) under the 1933 Act, including a prospectus, relating to the Shares. Except where the context otherwise requires, "Registration Statement," as used herein, means the registration statement, as amended at the time of such registration statement's effectiveness for purposes of Section 11 of the 1933 Act (the "Effective Time"), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed, pursuant to Rule 430A or Rule 430C under the 1933 Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) under the 1933 Act. Except where the context otherwise requires, a "Preliminary Prospectus," as used herein, means any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act. Except where the context otherwise requires, "Prospectus," as used herein, means the prospectus filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act on or before the second business day after the Effective Time (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the Effective Time. "Permitted Free Writing Prospectuses," as used herein, means the documents and each "road show" (as defined in Rule 433(h)(4) under the 1933 Act), if any, related to the offering of the Shares contemplated hereby that is a "written communication" (as defined in Rule 405 under the 1933 Act). "Disclosure Package," as used herein, means any Preliminary Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any. "Blue Sky Application," as used herein, means any instrument or document executed by the Company or based upon written information supplied by the Company filed in any state or jurisdiction to register or ...
The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors.
The Offering. The Issuer Online Disruptive Technologies, Inc. (the “Issuer”). Issue Price US$0.001 per common share of the Issuer (each, a “Share”) Offering There is no minimum or maximum offering. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares (the “Cancelled Shares”) as follows: • if the Subscriber ceases employment with the Issuer within one year from the Closing Date, the Subscriber will cancel 3 million Shares; • if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all of the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada (the “Selling Jurisdictions”). Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UN...
The Offering. The Primary Parties, in accordance with the Plan of Conversion and Reorganization of 1895 Bancorp of Wisconsin, MHC, dated as of March 2, 2021 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 (“Supplemental Eligible Account Holders”), and (4) any person who is a Member of the Bank at the close of business on the Member Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons residing in Milwaukee, Waukesha and Ozaukee counties in the state of Wisconsin. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 2,618,000 shares and a maximum of 3,542,000 Sha...
