An applicant for the organization of a Hawaii financial institution that will be a subsidiary of a holding company shall furnish the commissioner with the following additional information regarding the holding company, unless waived by the commissioner:

(1) If the holding company is a corporation, a certificate from the incorporating jurisdiction indicating that the corporation was properly organized under applicable corporate law, and that it is otherwise in good standing;
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Terms Used In Hawaii Revised Statutes 412:3-202

  • Capital: means :

    (1) The aggregate par value or other amount received and allocated to the issued and outstanding capital stock of a financial institution; or

    (2) The total amount of a credit union's outstanding and unimpaired membership shares or share accounts. See Hawaii Revised Statutes 412:1-109

  • Capital stock: means the units of interest, whether or not having a par value, common or preferred, legally issued by a financial institution or other corporation, which represents a fractional ownership interest in the institution or corporation. See Hawaii Revised Statutes 412:1-109
  • Commissioner: means the commissioner of financial institutions of this State. See Hawaii Revised Statutes 412:1-109
  • Company: means any corporation, partnership, trust (business or otherwise), association, joint venture, pool syndicate, unincorporated organization, or any form of business entity not specifically listed herein and, unless specifically excluded, a financial institution; provided that "company" does not mean any trust existing on July 1, 1993, which under its terms must terminate within twenty-five years, or not later than twenty-one years and ten months after the death of individuals living on the effective date of the trust. See Hawaii Revised Statutes 412:1-109
  • Contract: A legal written agreement that becomes binding when signed.
  • Control: means , unless the context clearly requires otherwise, directly or indirectly, solely or through another person or transaction, or in concert with another:

    (1) Owning or having the power to vote twenty-five per cent or more of any class of voting securities;

    (2) Owning or having the power to exercise twenty-five per cent or more of the votes of a mutual association, credit union, or other entity whose voting rights are not determined by voting securities;

    (3) Owning or having the power to vote ten per cent or more of any class of voting securities if:

    (A) the issuer of that class of securities has issued any class of securities under section 12 of the Securities Exchange Act of 1934, as amended; or

    (B) immediately after the acquisition, no other person will own a greater percentage of that class of voting securities;

    (4) Having the power to elect by any means a majority of the directors; or

    (5) Having the power to exercise a dominant influence over management, if so determined by the commissioner after notice and a hearing. See Hawaii Revised Statutes 412:1-109

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Federal: means belonging to, part of, or related to the government of the United States of America. See Hawaii Revised Statutes 412:1-109
  • Financial institution: means a Hawaii financial institution, and unless the context indicates otherwise, a federal financial institution or foreign financial institution. See Hawaii Revised Statutes 412:1-109
  • Financial institution holding company: means a holding company which controls a Hawaii financial institution or which controls another financial institution holding company. See Hawaii Revised Statutes 412:1-109
  • Holding company: means any company which controls another company. See Hawaii Revised Statutes 412:1-109
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Person: means a natural person, entity or organization, including without limitation an individual, corporation, joint venture, partnership, sole proprietorship, association, cooperative, estate, trust, or governmental unit. See Hawaii Revised Statutes 412:1-109
  • Subsidiary: means a corporation, joint venture, partnership, or other company that is controlled by another corporation. See Hawaii Revised Statutes 412:1-109
(2) Its existing and proposed affiliates and subsidiaries, and the extent and nature of its control over the operations of the proposed financial institution;
(3) Financial statements, employment history, education, management experience, and other biographical information for all of its executive officers and directors;
(4) The name and address of each shareholder or each proposed subscriber of capital stock;
(5) The proposed capital plan, if capital has not been fully raised, that shall include:

(A) A description of any stock options, debentures, and stock warrants offered or proposed to be offered to any person; and
(B) Any stock option plan;
(6) The proposed capital stock solicitation plan, if subscriptions for capital stock will be solicited, that shall include:

(A) Information regarding the solicitation plan by which the applicant and the proposed holding company propose to conduct the solicitation of subscribers;
(B) Information regarding the classes of shares, respective quantities of shares for each class, and the subscription price of each class of stock;
(C) A specimen subscription contract or purchase agreement and other related documents to be executed by subscribers;
(D) Any underwriting agreement or other agreement for the purchase or distribution of the capital stock;
(E) Any escrow agreements or other agreement for the holding of the purchase proceeds of the capital stock;
(F) Proposed advertising materials;
(G) If the offer and sale of the capital stock is subject to the Securities Act of 1933 and regulations thereunder, a copy of the registration statement most recently filed with the federal Securities and Exchange Commission or any other notices or other filings in lieu of registration required or permitted by that Act or regulation and any subsequent amendments thereto;
(H) If the offer and sale of the capital stock is subject to chapter 485A, a copy of the registration or qualification statement most recently filed with the commissioner of securities and any subsequent amendments thereto; and
(I) If the offer and sale of the capital stock is not subject to the Securities Act of 1933 or chapter 485A, whether exempted by law or regulation or otherwise, a copy of the most recent version of any prospectus, offering memorandum, offering circular, or other offering document proposed to be delivered to prospective subscribers to the capital stock, and any subsequent amendments thereto;
(7) The articles of incorporation and bylaws of the holding company;
(8) Evidence that it has or will have the financial ability, responsibility, and experience to engage in the business of a financial institution holding company;
(9) The employment agreements for all executive officers of the holding company; and
(10) Any other information that the commissioner may require.

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