Key Definitions As used herein, the following terms shall have the following respective meanings:
Amendments to Equity Definitions (i) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.”
Change of Control Definition For purposes of this Agreement, a “Change of Control” means either:
Disability Defined For the purposes of this Agreement, the Executive shall be deemed to have terminated his employment by reason of “Disability”, if the Board shall determine that the physical or mental condition of the Executive prevents him from the normal performance of his duties as determined by the Board.
Amendments to the Equity Definitions (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence.
Deletion of Definitions With respect to the Securities only, the following definitions shall be deleted in their entirety in Section 1.01 of the Senior Indenture:
INDEX OF DEFINED TERMS Acquiror 1 Acquiror Bank 62 Acquiror Benefit Plan 62 Acquiror Board 62 Acquiror Bylaws 62 Acquiror Capital Stock 62 Acquiror Capitalization Date 30 Acquiror Certificate of Incorporation 61 Acquiror Common Stock 62 Acquiror Disclosure Schedules 70 Acquiror ERISA Affiliate 62 Acquiror Financial Statements 31 Acquiror Preferred Stock 30 Acquiror SEC Reports 62 Acquiror Stock Issuance 62 Acquisition Proposal 62 Affiliate 63 Agreement 1 Applicable Mortgage Business Requirements 63 Articles of Merger 2 Bank 63 Bank Merger 63 Business Day 63 Call Report 63 Certificate of Merger 2 CIC Payment 49 Closing 2 Closing Acquiror Common Stock Price 63 Closing Date 2 Code 63 Company 1 Company Adverse Recommendation 39 Company Articles of Incorporation 63 Company Benefit Plan 63 Company Board 64 Company Bylaws 64 Company Capital Stock 64 Company Capitalization Date 9 Company Common Stock 64 Company Disclosure Schedules 70 Company Employees 37 Company ERISA Affiliate 64 Company Financial Statements 10 Company Investment Securities 27 Company Loans 13 Company Material Contract 22 Company Permitted Exceptions 12 Company Real Estate 64 Company Shareholder Approval 64 Company Shareholders’ Meeting 39 Company Stock Certificates 5 Confidentiality Agreement 34 Consulting Agreement 40 Contemplated Transactions 64 Contract 64 Control,” ”Controlling” or ”Controlled 64 Conversion Fund 5 Covered Employees 48 CRA 64 Deposit Insurance Fund 65 Derivative Transactions 65 DGCL 65 Dissenters’ Shares 6 DOL 65 Effective Time 2 Environment 65 Environmental Laws 65 ERISA 65 Exchange Act 65 Exchange Agent 4 Existing D&O Policy 45 FDIC 65 Federal Reserve 65 GAAP 65 Hazardous Materials 65 IBCA 65 Immediate Family Member 65 Indemnified Party 44 IRS 66 Knowledge 66 Legal Requirement 66 Letter of Transmittal 5 Lien 66 Material Adverse Effect 66 Merger 1 MergerCo 1 Mid-Tier Merger 1 Mid-Tier Merger Agreement 3 Mortgage Agency 67 Mortgage Loan 67 NASDAQ Rules 67 New Plans 49 viii Old Plans 49 Order 67 Ordinary Course of Business 67 OREO 67 Outstanding Company Shares 67 PBGC 67 Per Share Cash Consideration 4 Per Share Merger Consideration 3 Per Share Stock Consideration 4 Person 67 Previously Disclosed 70 Proceeding 68 Proxy Statement 68 Registration Statement 68 Regulatory Authority 68 Remediation Cost 68 Representative 68 Requisite Regulatory Approvals 68 Restrictive Covenant Agreements 1 Schedules 70 SEC 68 Securities Act 68 Shareholder Agreement 9 Subsidiary 68 Superior Proposal 68 Surviving Entity 1 Tax 69 Tax Return 69 Termination Date 54 Termination Fee 57 Third Party Consents 9 Total Payments 50 Transition Date 69 U.S. 69 Unaudited Monthly Financial Statements 34 ix x
Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.
Deleted Definitions Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendment of the Indenture pursuant to Section 1.01 hereof.
Tax Definitions The following terms, as used herein, have the following meanings:
