Texas Administrative Code
Title 7 - BANKING AND SECURITIES
Part 2 - TEXAS DEPARTMENT OF BANKING
Chapter 15 - CORPORATE ACTIVITIES
Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS
Section 15.101 - Definitions

(1) Annual report--Formal financial statements and accompanying narrative of management issued yearly for the benefit of shareholders and other interested parties.

(2) Chartering agency--A government authority that has chartering jurisdiction over an entity involved in a transaction under this subchapter.

(3) Conversion--The conversion of a state bank into a successor form of financial institution pursuant to the Finance Code, § RSA 32.501, or the conversion of a financial institution into a state bank pursuant to the Finance Code, § RSA 32.502.

(4) Corporation or domestic corporation--A corporation for profit subject to the provisions of the Texas Business Organizations Code, except a foreign corporation.

(5) CRA--The federal Community Reinvestment Act, RSA 2901 et seq.

(6) Current financial statements--Audited financial statements dated as of a date not more than 180 days prior to the date of submission of an application, or unaudited financial statements dated as of a date not more than 90 days prior to the date of submission of an application.

(7) Financial institution--An entity defined as a financial institution under Finance Code § RSA 201.101(1)(A) - (D).

(8) Foreign corporation--A corporation for profit organized under laws other than the laws of this state.

(9) Low-quality asset--An asset as defined in RSA 371c(b)(10), currently an asset that falls in any one or more of these categories:

(10) Material administrative proceeding--A past or pending proceeding by a state, federal, or foreign regulatory agency against the applicant or other person involved in a transaction under this subchapter that resulted in or could result in the issuance of a cease and desist, removal, enforcement action, determination letter or other order, including an order of supervision or conservatorship; excluding, however, a past proceeding that resulted in an order, other than a removal order, that has been satisfied or otherwise terminated more than five years prior to the date the application or notice requesting the information is submitted.

(11) Material legal proceeding--

(12) Merger--A transaction that is:

(13) Other entity--An entity, whether or not organized for profit, other than a financial institution or a domestic or foreign corporation, including without limitation a not-for-profit corporation, limited or general partnership, joint venture, joint stock company, cooperative, association, insurance company, trust company, or other legal entity organized pursuant to the laws of this state or another state or country to the extent the laws or the constituent documents of that entity, consistent with the laws, permit that entity to enter into a merger or share exchange subject to this subchapter.

(14) Principal executive officer--An officer primarily responsible for the execution of board policies and operation of the bank in accordance with the Finance Code, § RSA 33.106.

(15) Purchase of assets--The purchase other than in the ordinary course of business of all or substantially all of the assets of a state bank or another entity. This may include an interstate merger transaction as defined in Finance Code, § RSA 201.002(a)(27)(B).

(16) Regulatory restriction--A memorandum of understanding, determination letter, notice of determination, order to cease and desist, or other state or federal administrative enforcement order issued by a state or federal banking regulatory agency, or another limitation imposed on a financial institution by a state or federal banking regulatory agency that restricts its ability to act without authorization from the regulatory agency imposing the condition.

(17) Resulting state bank--A state bank subject to the provisions of this subchapter that is a surviving entity in a merger.

(18) Sale of assets--The sale, lease, exchange, or other disposition of substantially all of the assets of a state bank other than in the ordinary course of business. This may include an interstate merger transaction as defined in Finance Code, § RSA 201.002(a)(27)(B).

(19) Share exchange--A transaction by which one or more financial institutions, domestic or foreign corporations, or other entities acquire all of the outstanding shares of one or more classes or series of one or more state banks under the authority of the Finance Code, § RSA 32.008, and the Texas Business Organizations Code.

(20) Substantially all of the assets--More than 50% of the assets or assets sufficient to materially impact the net earnings of a state bank involved in a transaction under this subchapter.

(21) Verified--Documents submitted by the applicant that have been attested to as true and correct. Attested documents filed pursuant to this subchapter are not required to be notarized.