Regulatory Capital. (a) The Borrower will, at all times, be “well-capitalized” for all applicable state and federal regulatory purposes, and the Borrower:
(i) will maintain (A) a Total Risk-based Capital Ratio of 10.50% or greater, (B) a Tier 1 Risk-based Common Capital Ratio of 8.50% or greater, (C) a Tier 1 Risk-based Capital Ratio of 8.50% or greater, and (D) a Tier 1 Leverage Ratio of 7.25% or greater;
(ii) will not be subject to any written agreement, order, capital directive or prompt corrective action directive by any Governmental Authority having regulatory authority over the Borrower; and
(iii) if required by any Governmental Authority having regulatory authority over the Borrower in order to remain “well capitalized” and in compliance with all applicable regulatory requirements, will have such higher amounts of Total Risk-based Capital and Tier 1 Risk-based Capital and/or such greater Tier 1 Leverage Ratio as specified by such Governmental Authority.
(b) Each Financial Institution Subsidiary of the Borrower will, at all times, be “well capitalized” for all applicable state and federal regulatory purposes, and such Financial Institution Subsidiary:
(i) will maintain (A) a Total Risk-based Capital Ratio of 10.50% or greater, (B) a Tier 1 Risk-based Common Capital Ratio of 8.50% or greater, (C) a Tier 1 Risk-based Capital Ratio of 8.50% or greater, and (D) a Tier 1 Leverage Ratio of 7.25% or greater;
(ii) will not be subject to any written agreement, order, capital directive or prompt corrective action directive by any Governmental Authority having regulatory authority over such Financial Institution Subsidiary; and
(iii) if required by any Governmental Authority having regulatory authority over such Financial Institution Subsidiary in order to remain “well capitalized” and in compliance with all applicable regulatory requirements, will have such higher amounts of Total Risk-based Capital and Tier 1 Risk-based Capital and/or such greater Tier 1 Leverage Ratio as specified by such Governmental Authority.
(c) Notwithstanding the foregoing, if at any time any such Governmental Authority changes the definition of “well capitalized”, as applicable to the Borrower or any Financial Institution Subsidiary of the Borrower, either by amending such ratios, standards or otherwise, in each case, in a manner more onerous or restrictive to the Borrower or such Financial Institution Subsidiary than the capital and other ratios required to be maintained pursuant to paragraphs (a) and (...
Regulatory Capital. The Company and the Bank are “well-capitalized” as such term is defined in 12 C.F.R. 225.2 and 12 C.F.R. 325.103, respectively.
Regulatory Capital. Upon consummation of the Merger, and after taking effect of the Merger and Parent’s ownership of the Company’s Bank, as calculated on a pro forma basis as of September 30, 2012, Parent will be deemed “well capitalized” under the applicable capital standards and policies of the FRB as in effect on the date of this Agreement (it being understood that this representation shall not be updated as of the Closing Date).
Regulatory Capital. At all times the Borrower shall (a) be “well capitalized,” as defined in the Holding Company Guidelines, and (b) cause each Subsidiary Bank to be “well capitalized” (as defined in 12 CFR § 6.4(b)(1)).
Regulatory Capital. The Borrower will not permit any Broker Dealer Subsidiary’s capital to be at or below the highest level at which dividends by such Broker Dealer Subsidiary may be restricted, other activities undertaken by such Broker Dealer Subsidiary may be limited or other regulatory actions taken with respect to such Broker Dealer Subsidiary may be taken, in each case by applicable Governmental Authorities based upon such capital, for a period of more than three consecutive Business Days after the date that a Financial Officer becomes aware that such capital is below such level (or, in the case of interpretation of any applicable law by a Governmental Authority with retroactive effect, after the date the Borrower receives notice from such Governmental Authority).
Regulatory Capital. SmartFinancial and SmartBank are “well-capitalized” as such term is defined in 12 C.F.R. 225.2 and 12 C.F.R. 325.103, respectively.
Regulatory Capital. In each case as reflected in the Closing Financial Statements, (i) Southwest Bank shall be “well capitalized” as defined under applicable Law, (ii) Southwest Bank’s Tier 1 leverage ratio shall be no less than 11.75%, (iii) Southwest Bank’s Tier 1 risked-based capital ratio shall be no less than 12.5%, (iv) Southwest Bank’s total risked-based capital ratio shall be no less than 14.0%, (v) Southwest Bank’s tangible shareholders’ equity to tangible assets ratio shall be no less than 11.75%, and (vi) Southwest Bank’s shall not have received any notification from the OSBD or FDIC to the effect that the capital of Southwest Bank is insufficient to permit Southwest Bank to engage in all aspects of its business and its currently proposed businesses without material restrictions, including the imposition of a Burdensome Condition; provided, that the conditions contained in clauses (ii – v) in this Section 8.2(g) shall be waived by Simmons if the failure to satisfy such conditions is due solely to the growth of Southwest Bank’s Assets, as determined by Simmons in its sole discretion.
Regulatory Capital. The Company and the Bank meet or exceed all applicable regulatory capital requirements, and the Bank is deemed “well capitalized” under such regulatory requirements.
Regulatory Capital. The Parent will not, and will not permit any of its Subsidiaries to, fail to satisfy (beyond any applicable grace period, including any period as to which only minor penalties or restrictions are applicable) any regulatory or net capital or financial resources requirement applicable to it in its capacity as a regulated broker or similar entity or as a parent of any such entity under (a) applicable law or (b) any self-regulatory or similar organization of which it is a member or which regulates the conduct of any material portion of the business of the Parent and the Subsidiaries taken as a whole (including any such requirement of an exchange on which it conducts a material portion of such business), unless in the case of (b) the maintenance of such membership or the conduct of such business under the jurisdiction of such self-regulatory or similar organization or on such exchange is not material to its consolidated businesses by virtue of there being other venues or exchanges available to it for the conduct of such businesses on terms not materially disadvantageous to the Parent and its Subsidiaries taken as a whole.
Regulatory Capital. NCC is “well capitalized” (as defined in 12 C.F.R. Part 225.2(r)) and “well managed” (as defined in 12 C.F.R. Part 225.2(s)). NBC is an “eligible bank” (as defined in 12 C.F.R. Part 5.3(g)).
