committee or entity and any court or other tribunal), whether foreign or domestic; or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, whether foreign or domestic, including any arbitral tribunal and self-regulatory organizations.
“Holder” means the Person in whose name any shares of Series C Preferred Stock are registered, which may be treated by the association as the absolute owner of such shares of Series C Preferred Stock for the purpose of making payment and settling conversion and for all other purposes.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time.
“HSR Approvals” means, with respect to the shares of Series C Preferred Stock of any Holder, the expiration or termination of any applicable waiting period (or extension thereof) under the HSR Act with respect to such Holder’s acquisition or ownership of Common Stock upon conversion of such shares of Series C Preferred Stock.
“HSR Approvals Date” means, with respect to the shares of Series C Preferred Stock of any Holder, the day that is the fifth Business Day after the date on which such Holder shall have obtained the HSR Approvals.
“Investment Agreements” means the investment agreements, by and between Flagstar Financial, Inc., predecessor of the association, and the investor parties thereto, dated as of March 7, 2024 (as amended, supplemented or restated from time to time).
“Law” means, with respect to any Person, any legal, regulatory and administrative laws, statutes, rules, Orders and regulations applicable to such Person.
“Liens” means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements, or other restrictions on title or transfer of any nature whatsoever.
“NYSE” means the New York Stock Exchange.
“Order” means any applicable order, injunction, judgment, decree, ruling, or writ of any Government Entity.
“Permanent Warrant” has the meaning set forth in the Investment Agreements.
“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Sections 13(d)(3) and 14(d) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.
“Preferred Stock” has the meaning set forth in the Articles of Association.
“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board or a duly authorized committee of the Board or by Law, contract or otherwise).
“Reorganization Event” has the meaning specified in Article Fifth, Section C.7(h)(2).
“Series A Preferred Stock” means the association’s Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, par value $0.01 per share.
“Series B Preferred Stock” means the Series B Noncumulative Convertible Preferred Stock, par value $0.01 per share, of the association, issued pursuant to the Investment Agreements.
“Series C Preferred Stock” has the meaning specified in Article Fifth, Section C.1.
“Series D NVCE Stock” means the Series D Non-Voting Common Equivalent Stock, par value $0.01 per share, of the association, issuable upon conversion of a Permanent Warrant.
“Subject Series C Share” means a share of Series C Preferred Stock that is automatically converted pursuant to Article Fifth, Section C.3(a).
