California Code of Regulations
Title 10 - Investment
Chapter 2 - Savings and Loan Commissioner
Subchapter 3 - Applications and Hearings
Article 2 - Applications and Hearings for Mergers, Consolidations, or Transfers of Property and Assets of Existing Associations
Section 103.201 - Terms Defined

Universal Citation: 10 CA Code of Regs 103.201

Current through Register 2024 Notice Reg. No. 38, September 20, 2024

(a) The definitions set forth in Article 2, Chapter 1, Part 1, Division 2; and Chapter 1, Part 4, Division 2; and Sections 1 through 21, Financial Code, are incorporated herein by reference.

(b) For purposes of this subchapter the term "merger" includes a merger, a consolidation or a transfer of all or substantially all of the property and assets and stock acquisitions under Financial Code Section 9215, unless specified otherwise.

(c) "Constituent association" is any association which is a party to a merger, consolidation or to a transfer of property and assets.

(d) "Surviving association" means the association into which one or more other associations are merged or which receives by transfer all or substantially all of the property and assets of one or more associations and "consolidated association" means the new association into which two or more associations are consolidated.

(e) The phrase "transfer of property and assets" means a transfer of all or substantially all the property and assets of an association.

(f) "Disappearing association" means any constituent association other than the surviving association.

(g) "Registered association" means any association which at the time of obtaining stockholder approval of the merger is required to comply with the proxy rules of the United States Securities and Exchange Commission.

(h) "Statutory net worth" has the meaning set forth in Section 5076 of the law and Section 100.100(h) of the regulations.

(i) "Associate" is used in these regulations to indicate a relationship with any person, including:

(1) any corporation or organization (other than the constituent association or a majority owned subsidiary of the constituent association) of which such person is an officer or partner or is the beneficial owner of ten percent (10%) or more of any class of securities; and

(2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar fiduciary capacity; and

(3) any relative or spouse of such person, who is a member of such person's household or who is a director or officer of the constituent association or any of its parents or subsidiaries.

(j) "Affiliate" as used in these regulations has the same meaning as defined in Financial Code Section 5075.

(k) "Fiscal year," for purposes of these regulations, when applied to associations, means the year ended as of the date of the statement of condition for purposes of the statutory audit as described in Subchapter 5, Article 3, Chapter 2, Title 10 of the California Administrative Code.

1. Change without regulatory effect renumbering former Section 201 to Section 103.201 (Register 87, No. 14). For prior history, see Register 77, No. 11.

Note: Authority cited: Section 5255, Financial Code. Reference: Section 9200- 9218, Financial Code.

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