The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.
The Reporting Person acquired the securities reported herein for strategic investment purposes and intends to review its investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; various laws and regulations applicable to the Issuer or the Reporting Person and their respective affiliates; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the terms of the Investment Agreement described in Item 6 below, including the standstill and transfer restrictions and the participation rights therein, and applicable bank regulatory limitations and securities laws, the Reporting Person may, at any time and from time to time, sell Common Shares or other securities of the Issuer then held by the Reporting Person directly to the Issuer, through sales plans, in the open market, in privately negotiated transactions, through a public offering or otherwise or acquire additional Common Shares or other securities of the Issuer directly from the Issuer, in the open market, in privately negotiated transactions or otherwise, including the disposition or acquisition of Common Shares or other securities of the Issuer in connection with BNS's banking, securities, derivatives, asset management or similar businesses, including in client, brokerage and investment accounts. In addition, to the extent permitted under the Investment Agreement and applicable laws, the Reporting Person may propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with management of the Issuer, the board of directors of the Issuer (the "Key Board"), other shareholders of the Issuer and other relevant parties, including extraordinary corporate transactions involving the Issuer, such as: mergers; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business, governance or corporate structure.
As further described in Item 6 below, pursuant to the Investment Agreement, the Reporting Person has the right to designate individuals to be elected or nominated for election to the Key Board. The directors designated by BNS may influence the corporate activities of the Issuer, including activities that may relate to transactions or other matters described in clauses (a) through (j) of Item 4 of Schedule 13D, and therefore, the Reporting Person may indirectly have such influence through the Issuers' directors that it has designated. However, as described in Item 6 below, in no event will BNS have a right to designate a number of nominees that, upon election to the Key Board, would cause BNS to be presumed to "control" the Issuer pursuant to the Bank Holding Company Act of 1956 (the "BHC Act").
Other than as described in this Item 4, the Reporting Person does not have any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided that, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time. |