209 CMR, § 33.22
Terms used in 209 CMR 33.21 through 33.30 which are defined in 209 CMR 33.02 shall have the definitions set forth therein. All other terms used in 209 CMR 33.22 shall be defined as follows, unless the context otherwise requires:-
Acquiree subsidiary banking institution any mutual banking institution, other than a resulting subsidiary banking institution, that:
(a) is acquired by a mutual holding company, as part of, and concurrently with, a mutual holding company reorganization; and
(b) is in the mutual form immediately prior to such acquisition.
The term shall also include any mutual banking institution that is acquired by a mutual holding company subsequent to its reorganization and any resulting subsidiary banking institution or acquire subsidiary banking institution of another mutual holding company acquired through a merger under M.G.L. c. 167H, § 7(3) for the purpose of (a) determining membership rights under 209 CMR 33.25; (b) stock issuances under 209 CMR 33.27 through 33.29; and (c) mutual holding company conversions to stock form under 209 CMR 33.32 through 33.41.
Independent Corporator a corporator of a reorganizing mutual savings bank who is not an employee, officer, trustee or significant borrower of such savings bank. Upon the request of an applicant mutual savings bank, the commissioner may designate personal financial information relating to credit extensions to corporators as confidential pursuant to 209 CMR 33.04(4).
Insider an officer, director, trustee or corporator of a mutual holding company or a subsidiary banking institution(s).
Member any deposit or of a mutual banking institution which is a savings bank or a cooperative bank, and any depositor of a subsidiary banking institution of a mutual holding company.
Mutual banking institution a Massachusetts savings or co-operative bank operating in mutual form.
Mutual holding company a mutual banking institution reorganized in accordance with M.G.L. c. 167H to hold all or part of the shares of capital stock of a subsidiary banking institution, and shall mean, unless otherwise indicated, a subsidiary holding company controlled by a mutual holding company, organized under 209 CMR 33.21 through 33.32.
Reorganization Plan a plan to reorganize into a mutual holding company pursuant to M.G.L. c. 167H.
Resulting subsidiary banking institution a subsidiary banking institution that is organized as a subsidiary of a reorganizing mutual banking institution to receive the substantial part of the assets and liabilities (including all deposit accounts) of the reorganizing mutual banking institution upon consummation of the reorganization.
Securities :
(a) stock of any kind including without limitation preferred or common stock;
(b) securities convertible into or exchangeable for stock of any kind; and
(c) warrants, options or other rights for the issuance of stock of any kind or of securities convertible into or exchangeable for stock of any kind.
Stock Issuance Plan a plan providing for the issuance of securities by:
(a) a subsidiary banking institution subject to the requirements of 209 CMR 33.21 through 33.32; or
(b) a subsidiary holding company subject to the requirements of 209 CMR 33.21 through 33.32.
Subsidiary banking institution the banking institution resulting from the reorganization of a mutual banking institution in accordance with section three of M.G.L. c. 167H, all or part of the capital stock of which is held by a mutual holding company or a subsidiary holding company.
Subsidiary holding company a stock holding company, organized as a business corporation under the laws of Massachusetts or another state, which is controlled by a mutual holding company, which owns the stock of a subsidiary banking institution whose depositors have membership rights in the parent mutual holding company and whose permissible activities and powers are governed by M.G.L. c. 167H and 209 CMR 33.21 through 33.32.
Tax-Qualified Employee Stock Benefit Plan and "ESOP" any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit sharing plan or other plan, which meets the requirements to be qualified under § 401 of the Internal Revenue Code. A "nontax-qualified employee benefit plan" is defined as any defined benefitplan or defined contribution plan which is not so qualified.
209 CMR, § 33.22