Bank Holding Company. None of the Borrowers is a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
Capital Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or such Issuing Bank or any lending office of such Lender or such Lenders or such Issuing Banks holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lenders or such Issuing Banks capital or on the capital of such Lenders or such Issuing Banks holding company, if any, as a consequence of this Agreement, the Commitment of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lenders or such Issuing Banks holding company, if any, could have achieved but for such Change in Law (taking into consideration such Lenders or such Issuing Banks policies and the policies of such Lenders or such Issuing Banks holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lenders or such Issuing Banks holding company for any such reduction suffered.
Parent Company means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, or if such Lender does not have a bank holding company, then any corporation, association, partnership or other business entity owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.
“Company” means TEB Bancorp, Inc., the holding company of the Bank, and any successor entity which succeeds to the business of the Company.
On behalf of the Board of Directors of each of Byline Bancorp, Inc., a Delaware corporation (the “Holding Company”), and Byline Bank, an Illinois chartered bank (the “Company”), (the “Holding Company Board” and the “Board”, respectively), I am pleased to confirm your continued employment on the terms set forth in this letter (this “Agreement”). In this Agreement, references to your employment by the Company or your duties or obligations to the Company shall include your employment by and duties and obligations to the Holding Company, and references in this Agreement to the Company’s obligations to provide compensation or make payments to you shall include obligations of the Holding Company to pay or provide, or to cause the Company to pay or provide, in either case without duplication, such compensation or payments to you. In addition, references to the Board shall include the Holding Company Board.
Holdings, Parent and Intermediate Parent as Holding Company. Each Borrower will not permit Holdings, Parent or Intermediate Parent to incur any liabilities (other than liabilities arising under the Loan Documents, the Restatement Date Merger Agreement and certain Subordinated Debt), own or acquire any assets (other than the Equity Interests of Parent and Intermediate Parent and their respective Subsidiaries, as applicable, or, with respect to Holdings, the Equity Interests of Dragonfly Eye Limited or its Subsidiaries) or engage itself in any operations or business, except as described in [Section 5.12], or in connection with its existence as a public company.
Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.
Bank Accounts. All of the deposit accounts, investment accounts or other accounts in the name of or used by any Borrower or Guarantor maintained at any bank or other financial institution are set forth on [Schedule 8.10] to the Information Certificate, subject to the right of each Borrower and Guarantor to establish new accounts in accordance with [Section 5.2] hereof.
Bank Expenses. All Bank Expenses (including reasonable attorneys fees and expenses for documentation and negotiation of this Agreement, which, assuming two (2) reasonable turns of the Loan Documents shall not exceed plus out-of-pocket costs for diligence, filing fees and related items on the Effective Date) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank).
Issuing Bank. For purposes of [[Section 2.16(e) and (f)])]])], the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.
During a Cash Dominion Period, furnish , on the third (3rd) Business Day of each week, a calculation of Liquidity as of the end of the immediately preceding week, along with weekly bank statements supporting such calculation; provided that will provide such bank statements on a daily basis if Excess Availability is less than .
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