2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-292 - Definitions

17:12B-292. Definitions
As used in this act:
a. "Beneficial owner"
(1) Includes any person who, directly or indirectly through any contract, arrangement, understanding, relationship or otherwise, has or shares:
(a) Voting power which includes the power to vote, or to direct the voting of shares; or
(b) Investment power which includes the power to dispose, or to direct the disposition of shares;
(2) Includes any person who directly or indirectly creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting the person of beneficial ownership of shares or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade this act;
(3) Includes any person who has the right to acquire beneficial ownership of the shares as defined herein within 60 days, including, but not limited to, any right to acquire:
(a) Through the exercise of any option, warrant or right;
(b) Through the conversion of a security;
(c) Pursuant to the power to revoke a trust, discretionary account, or similar arrangement; or
(d) Pursuant to the automatic termination of a trust, discretionary account or similar arrangement; except that, any person who acquires a security or power specified in subparagraph (a), (b), or (c) above, with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participation in any transaction having such effect or purpose, immediately upon the acquisition shall be deemed to be the beneficial owner of the shares which may be acquired through the exercise or conversion of such security or power. Any securities not outstanding which are subject to these options, warrants, rights, or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by the person but shall not be deemed to be outstanding for the purpose of computing the percentage of the class by any other person;
(4) Does not include:
(a) Any member of a national securities exchange who holds shares directly or indirectly on behalf of another person solely because the member is the record holder of the securities and, pursuant to the rules of the exchange, may direct the vote of the shares without instruction on other than contested matters or matters that may affect substantially the rights or privileges of the holders of these shares to be voted, but is otherwise precluded by the rules of the exchange from voting without instruction; or
(b) Any person who in the ordinary course of business is pledgee of securities under a written pledge agreement until the pledgee had taken all formal steps necessary which are required to declare a default and determines that the power to vote or direct a vote or to dispose or to direct the disposition of pledged shares will be exercised, provided that (i) the pledge agreement is bona fide and not entered into with the purpose or the effect of changing or influencing the control of the issuer, or in connection with any transaction having any such purpose or effect including any transaction subject to this act; and (ii) the pledge agreement prior to default does not grant to the pledgee: (A) the power to vote or to direct the vote of the pledged securities; or (B) the power to dispose or to direct the disposition of the pledged securities other than the grant of this power pursuant to a pledged agreement under which credit is extended subject to Regulation T of the Federal Reserve System, 12 C.F.R.220 et seq., and in which the pledgee is a broker or dealer registered under section 15 of the "Securities Exchange Act of 1934," 15 U.S.C. s.78o; or
(c) Any person engaged in business as an underwriter of securities who acquires shares through participation in good faith in a firm commitment underwriting of shares registered under the "Securities Act of 1933," 15 U.S.C. s.77a et seq., or under the "Securities Exchange Act of 1934," 15 U.S.C. s.78a et seq., until the expiration of 40 days after the date of the acquisition;
All securities of the same class beneficially owned by a person, regardless of the forms the beneficial ownership takes, shall be aggregated in calculating the number of shares beneficially owned by the person.
b. "Capital stock state association" means any state association chartered pursuant to the provisions of P.L.1974, c.137 (C.17:12B-244 et seq.).
c. "Capital stock state association holding company" means a state association holding company that has issued or intends to issue voting capital stock; and which controls one or more state associations located in this State or any other state.
d. "Commissioner" means the Commissioner of Banking.
e. "Control of a capital stock state association" includes:
(1) Owning, beneficially or otherwise, controlling, or having power to vote 25% or more of the outstanding shares (not including shares owned by a mutual state association holding company) of any class of voting securities of a capital stock state association, directly or indirectly, or acting through one or more persons;
(2) Controlling in any manner the election of a majority of the directors of a capital stock state association;
(3) Exercising or having the power to exercise directly or indirectly a controlling influence over the management or policies of a capital stock state association; or
(4) Conditioning in any manner the transfer of 25% or more of any class of voting securities (not including shares owned by a mutual state association holding company) of a capital stock state association;
"Control of a capital stock state association" does not include a director or officer of a capital stock state association acting in the capacity of performing his duties or responsibilities of office.
f. "Converted state association" means an organizing mutual state association which has converted to a capital stock state association pursuant to the provisions of P.L.1974, c.137 (C.17:12B-244 et seq.) subsequent to the formation of a mutual state association holding company.
g. "Department" means the Department of Banking.
h. "Insured institution" and "savings and loan holding company" shall have the respective meanings set forth in section 408(a) of the "National Housing Act," 12 U.S.C. s.1730a., except that the terms shall not include any institution that is insured by the Federal Deposit Insurance Corporation (FDIC). "Insured institutions" shall include federal savings banks, whose accounts are insured by the Federal Savings and Loan Insurance Corporation (FSLIC).
i. "Market maker" means any dealer acting in the capacity of a block positioner and any dealer who, with respect to the voting stock of a capital stock state association, holds himself out as being willing to buy and sell such stock for his own account on a regular and continuous basis.
j. "Mutual state association holding company" means a mutual state association holding company which has its principal office of business in this State and which has been formed by an organizing mutual state association pursuant to sections 7 through 27 of this act.
k. "Organizing mutual state association" means a mutual state association which has its principal office of business in this State, the board of directors of which propose to form a mutual state association holding company pursuant to the provisions of this act.
l. "Person" means an individual, bank, corporation, savings bank, state association, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any form of entity.
m. "State association" shall mean any savings and loan association, building and loan association, or any corporation, however named, now or hereafter chartered pursuant to P.L.1963, c.144 (C.17:12B-1 et seq.).
n. "Subsidiary capital stock state association" means a capital stock state association which has been incorporated by the directors of a mutual state association holding company, a majority of the stock of which subsidiary capital stock state association is held by a mutual state association holding company.
o. "Voting power" means that a person has or shares, directly or indirectly, through any option, contract, arrangement, understanding, conversion right or relationship, or by acting jointly or in concert or otherwise, the power to vote, or to direct the voting of voting shares.
L.1989,c.165,s.1.