CASH 2018 Special Proxy Statement

Subsidiaries, (iv) continue any portion of any material Company Regulatory Agreement against Buyer or any of its Subsidiaries after the Merger or the Bank Merger, (v) increase the capital requirements of Buyer or any of its Subsidiaries, (vi) restrict or materially limit the ability of Buyer or its Subsidiaries to expand its business, or (vii) otherwise be reasonably likely to have a material and adverse effect on the Buyer Parties and their Subsidiaries, taken as a whole and giving effect to the Merger and the Bank Merger (in each case measured on a scale relative to Company and its Subsidiaries, taken as a whole). “ Business Day ” means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking institutions in the State of Delaware or South Dakota are authorized or obligated to close. “ Buyer ” has the meaning set forth in the preamble to this Agreement. “ Buyer Bank ” has the meaning set forth in the preamble to this Agreement. “ Buyer Bank Stockholder Approval ” has the meaning set forth in Section 5.25. “ Buyer Board ” means the Board of Directors of Buyer. “ Buyer Common Stock ” means the common stock, $0.01 par value per share, of Buyer. “ Buyer Confidentiality Agreement ” has the meaning set forth in Section 5.20. “ Buyer Financial Statements ” has the meaning set forth in Section 4.06(b). “ Buyer Meeting ” has the meaning set forth in Section 5.04(b)(i). “ Buyer Nonvoting Common Stock ” has the meaning set forth in Section 4.03(a). “ Buyer Parties ” has the meaning set forth in the preamble to this Agreement. “ Buyer Party Disclosure Schedule ” has the meaning set forth in Section 4.01(a). “ Buyer Preferred Stock ” means the preferred stock, par value $0.01, of Buyer. “ Buyer Recommendation ” has the meaning set forth in Section 5.04(b)(ii). “ Buyer Regulatory Agreement ” has the meaning set forth in Section 4.15. “ Buyer SEC Documents ” has the meaning set forth in Section 4.06(a). “ Buyer Stock Options ” means each outstanding option issued pursuant to a Buyer Stock Plan or a predecessor plan to purchase shares of Buyer Common Stock that is outstanding immediately prior to the Effective Time. “ Buyer Stock Plan ” means all equity plans of Buyer or any Buyer Subsidiary. “ Certificate ” means any outstanding certificate, which immediately prior to the Effective Time represents one or more outstanding Company Common Shares. “ Certificates of Merger ” has the meaning set forth in Section 1.05(a). A-63