Affiliate of such Stockholder.
"Transaction Agreements" means this Agreement, the Investment Agreement, the
Registration Rights Agreement, the Bank Investment Agreement and the Bank
Subscription Agreements.
"Transfer" means, with respect to any Company Securities, (i) when used as a
verb, to directly or indirectly sell (including in a short sale), assign,
dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such
Company Securities or any participation or interest therein, or agree or commit
to do any of the foregoing (unless such agreement or commitment is expressly
subject to the terms of this Agreement and is not entered into for the
- 6 -
purpose of circumventing this Agreement) or enter into any hedging or other
derivative transaction that has the effect of materially changing the economic
benefits or risks of ownership of any Company Securities and (ii) when used as a
noun, a direct or indirect sale, assignment, disposition, exchange, pledge,
encumbrance, hypothecation, or other transfer of such Company Securities or any
participation or interest therein or any agreement or commitment to do any of
the foregoing (unless such agreement or commitment is expressly subject to the
terms of this Agreement and is not entered into for the purpose of circumventing
this Agreement) or the entry into any other hedging or other derivative
transaction that has the effect of materially changing the economic benefits or
risks of ownership of any Company Securities. For purposes hereof, any direct or
indirect sale or transfer of the equity securities of a Stockholder will be
considered a Transfer of the Company Securities held by such Stockholder if the
value of the Company Securities held by such Stockholder constitutes more than
fifty percent (50%) of the value involved in such sale of transfer (disregarding
cash, cash equivalents and marketable securities).
(b) Each of the following terms is defined in the Section set forth opposite
such term:
Term
Section
Additional Stockholders
Preamble
Agreement
Preamble
Annual Budget
Bay Resource
Bay II Resource
BRP II
2.09
Preamble
Preamble
Preamble
BHCA
Claugus
Code
6.06
Preamble
6.08(a)
Company
Compass Island Investment
Preamble
Preamble
Confidential Information
Constitution
Constitution Designee
Cradle Cove Investment
Cradle Cove Partners
Drawdown
Drawdown Closing
Drawdown Closing Date
Drawdown Notice
Endicott
Endicott Designee
Escrow Funding Date
6.01(b)
Preamble
2.01(a)(iv)
Preamble
Preamble
3.01
3.01(b)
3.01(c)
3.01(a)
Preamble
2.01(a)(iii)
3.01(d)
Exercise Notice
5.04(d)
FDIC Bid
Preamble
FDIC Statement of Policy
4.04(c)
FINRA
4.07
First Purchase Allocation
5.03(b)
First Sale Allocation
5.01(a)
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Term
Section
Fixed Percentage Investor Stockholder
Preamble
Forfeit Shares
Forfeit Share Payment
3.02(a)(ii)
3.02(a)(iv)
Forfeit Share Purchasers
3.02(a)(iii)
GAAP
GMT
6.02
Preamble
GMT Designee
Holding Company Reorganization
2.01(a)(ii)
Preamble
Independent Directors
2.01(a)(vii)
Initial Drawdown
Investor Designees
Investor Indemnitors
Preamble
2.01(a)(iv)
2.07
Investor Stockholders
Preamble
Investor Stockholder Equityholders
IRS
7.13(b)
6.08(a)
Issuance Notice
Key Investor Designees
5.04(c)
2.01(a)(ii)
Key Investor Stockholder
Lightyear
Lightyear II
Lightyear Co-Invest
Preamble
Preamble
Preamble
Preamble
Lightyear Designee
Management Agreement
Management Parties
2.01(a)(i)
4.05
Preamble
Maximum Number
5.01(a)
Minimum Number
5.01(a)
Non-Participating Investor
3.02(a)
Non-Selling Stockholders
5.03(a)
Observer
OCC
2.04
3.01(b)
Offer