BHCA Shareholder definition

BHCA Shareholder means any holder of capital stock of the Corporation that has provided written notice to the Corporation of its election to be treated as a BHCA Shareholder for purposes of this Section 5(g), which notice shall be irrevocable; and
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BHCA Shareholder means any shareholder that is a bank holding company as defined in Section 2(a) of the BHC Act, a non-bank subsidiary of such a bank holding company, an entity otherwise regulated as a bank holding company for purposes of the BHC Act, or an affiliate of any such entity for purposes of the BHC Act.
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BHCA Shareholder means any holder of shares of the Company that is, or has an Affiliate that is, subject to regulations under the BHCA;
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Examples of BHCA Shareholder in a sentence

  • If a BHCA Shareholder and one or more of its Affiliates each hold shares of capital stock of the Corporation that in aggregate constitute more than 4.99% of a class of voting securities of the Corporation, the BHCA Shareholder and its Affiliates may direct the Corporation as to how to allocate the Excess Shares among the BHCA Shareholder and its Affiliates.

  • A BHCA Shareholder and its BHCA Transferees shall be deemed to hold such Non-Voting Shares pro rata based on their respective aggregate shareholdings.

  • For the purposes of this Section 5(g) only:(I) A "BHCA Shareholder" means any holder of capital stock of the Corporation that has provided written notice to the Corporation of its election to be treated as a BHCA Shareholder for purposes of this Section 5(g).

  • Notwithstanding anything to the contrary herein, a BHCA Shareholder that has entered into an agreement described in the preceding sentence shall not transfer any shares of the Trust to any person (other than the Trust) unless such transfer both (i) is otherwise authorized by, and complies in all respects with, the terms of the Declaration and (ii) is made in one of the circumstances described in 12 CFR 225.9(a)(3)(ii) or any similar or successor regulation under the BHC Act.

  • Except in connection with the exercise of any right of redemption or tender pursuant to any agreement between the Company and any BHCA Shareholder (including, but not limited to, the redemption and conversion rights applicable to BHCA Shares set forth in Article 9 below) (the “BHCA Redemption Rights”), the Preference Shares are not redeemable at the option of the holder thereof.

  • Notwithstanding anything to the contrary herein, and otherwise in compliance with applicable law, a BHCA Shareholder may enter into an agreement with the Trust, which agreement shall expressly reference this Section 6.14, that restricts the rights of such BHCA Shareholder for purposes of compliance with the BHC Act, and any such agreement shall be deemed to have the same force and effect with respect to such BHCA Shareholder as though included in the Declaration.

  • To the extent necessary, consideration that would otherwise result in the allocation of securities referenced in any of (a), (b) or (c) above shall instead be paid to the BHCA Shareholder in the form of cash based on the then current fair market value of the securities, as determined by the Directors in good faith, that such BHCA Shareholder would otherwise receive.

  • For purposes of this Agreement, “BHCA Shareholder” means any holder of capital stock of the Company that has provided written notice to the Company of its election to be treated as a BHCA Shareholder for purposes of Section 3.11 of the Certificate of Incorporation.

  • The Company shall cooperate in good faith with each BHCA Shareholder in order to avoid such BHCA Shareholder being deemed to be in control of the Company or any successor to the Company (or being required to divest all or any portion of the shares of capital stock of the Company held by such BHCA Shareholder).


More Definitions of BHCA Shareholder

BHCA Shareholder means any holder of capital stock of the Company that has provided written notice to the Company of its election to be treated as a BHCA Shareholder for purposes of Section 3.11 of the Certificate of Incorporation.
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Related to BHCA Shareholder

  • Company Shareholder means a holder of one or more Company Shares;

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • Company Shareholders means holders of Company Shares.

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Class A Shareholder means a holder of Class A Shares;

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

  • Ordinary Shareholder means a holder of ordinary shares;

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Significant Shareholder means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, securities of an issuer carrying more than 10 per cent of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Interested Shareholder means any person (other than the Corporation or any Subsidiary) who or which: