212 Conversion and Reorganization

212 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 4 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. View More