Texas Register, Volume 37, Number 35, Pages 6819-7008, August 31, 2012 Page: 6,848
6819-7008 p. ; 28 cm.View a full description of this periodical.
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(b) When these words and terms are used in this subchapter
[subsection] they will have these meanings, unless the context clearly
indicates otherwise.
(1) - (3) (No change.)
(4) Corporation or domestic corporation--A corporation
for profit subject to the provisions of the Texas Business Organizations
Code [Gorporation Act], except a foreign corporation.
(5)- (11) (No change.)
(12) Merger--A transaction that is:
(A) - (B) (No change.)
(C) another transaction involving a financial institution
or other entity, at least one of which is a state bank, which is considered
a merger under the Texas Business Organizations Code [Corporation
Act Article .02(412g)].
(D) (No change.)
(13) - (18) (No change.)
(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,
32.008, and the Texas Business Organizations Code [Corporation Act,
Article 5.02].
(20) - (21) (No change.)
15.103. Expedited Filings.
(a) (No change.)
(b) An expedited filing consists of a letter application includ-
ing, except to the extent waived by the banking commissioner, these
items:
(1) - (2) (No change.)
(3) a completed Worksheet to Determine Eligibility form
as prescribed by the commissioner;
(4) a completed Worksheet for Expedited Filings form as
prescribed by the commissioner;
(5) [(-3)] an executed opinion of counsel conforming to the
requirements of the section of this subchapter that would apply had the
applicant not filed an expedited filing;
(6) [(4)] copies of all other required regulatory notices or
filings submitted concerning the transaction; and
(7) [(5)] a copy of the public notice published in conformity
with the section of this subchapter that would apply had the applicant
not filed an expedited filing.
(c) (No change.)
(d) The banking commissioner, in the exercise of discretion,
may withdraw an application from expedited processing or may deny
expedited filing treatment to an otherwise eligible applicant[, in the
exercise of diseetion,] if the banking commissioner finds that the ap-
plication involves one or more of these issues:
(1)- (4) (No change.)
(5) the proposed transaction would cause the assets of a
resulting state bank to increase more than:
(A) (No change.)(B) 35% if it had total assets of more than one billion
dollars prior to the proposed transaction;[.]
(6) the proposed transaction involves a state bank that has
experienced, since the last commercial examination by a state or fed-
eral regulatory agency, asset growth, through acquisition or otherwise,
greater than:
(A) (No change.)
(B) 35% if it had total assets of more than one billion
dollars at the last examination;[.]
(7) the [The] proposed transaction involves a resulting
state bank that would not be well capitalized as defined in 12 CFR
325.103;[.]
(8) the proposed transaction involves an issue of regulatory
concern as determined by the banking commissioner in the exercise of
discretion; or
(9) the banking commissioner determines that a conversion
examination is necessary for financial institutions converting into a
state bank.
(e) - (f) (No change.)
15.104. Application for Merger or Share Exchange.
(a) (No change.)
(b) Form of application. The applicant must submit a fully
completed, verified application on a form prescribed by the banking
commissioner and simultaneously tender the required filing fee pur-
suant to 15.2 of this title (relating to Filing Fees and Cost Deposits).
The Interagency Bank Merger Act application may be used in lieu of
the commissioner prescribed form if it is accompanied by the signature
page and supplemental page of the commissioner prescribed form. The
application must, except to the extent waived by the banking commis-
sioner, include:
(1) - (2) (No change.)
(3) articles and plan of merger or share exchange in accor-
dance with the Texas Business Organizations Code [Cerporation Act
Part V], which must include:
(A) - (F) (No change.)
(4) - (12) (No change.)
(13) an opinion of legal counsel that conforms with
15.109 of this title (relating to Opinion of Legal Counsel), conclud-
ing:
(A) the merger or share exchange has been duly autho-
rized by the board and shareholders or participants of each participat-
ing state bank in accordance with the Finance Code, 32.301, and the
Texas Business Organizations Code [Corporation Act];
(B) - (E) (No change.)
(14)- (22) (No change.)
(c) (No change.)
(d) Public notice. Within 14 days prior to or 14 days after
submission of the initial application, the applicant must publish notice
in accordance with the requirements of 15.5 of this title (relating to
Public Notice) in the specified communities where the home office of
the applicant, the target entity, and the resulting bank are or will be
located. With respect to an interstate merger transaction, the applicant
must inform the department of the publication requirements in the host
state for the banking commissioner to determine, pursuant to 15.5(e)37 TexReg 6848 August 31, 2012 Texas Register
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Texas. Secretary of State. Texas Register, Volume 37, Number 35, Pages 6819-7008, August 31, 2012, periodical, August 31, 2012; Austin, Texas. (https://texashistory.unt.edu/ark:/67531/metapth253227/m1/30/: accessed April 26, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.