A Change of Control

A Change of Control. Shall be deemed to have occurred if any of the following events occurs after the Effective Date: (a) An Acquisition Report is filed with the Commission disclosing that any Person is the Beneficial Owner of 20 percent or more of the outstanding Voting Stock. The previous sentence shall not apply if (1) such Person is (A) the Company, one of its subsidiaries, or any employee benefit plan sponsored by either, or (B) Eric J. Pulaski, or ... (2) the transaction or transactions that are the subject of such Acquisition Report were approved by a vote of at least two-thirds of the directors of the Company who were directors of the Company immediately prior to the first such transaction. (b) Any Person purchases securities pursuant to a tender offer or exchange offer to acquire any Voting Stock (or any securities convertible into Voting Stock) and, immediately after consummation of that purchase, that Person is the Beneficial Owner of 20 percent or more of the outstanding Voting Stock. The previous sentence shall not apply if (1) such Person is (A) the Company, one of its subsidiaries, or any employee benefit plan sponsored by either, or (B) Eric J. Pulaski, or (2) such purchase was approved by a vote of at least two-thirds of the directors of the Company who were of the Company immediately prior to such purchase. (c) The consummation of a Merger Transaction if (a) the Company is not the surviving entity or (b) as a result of the Merger Transaction, 50 percent or less of the combined voting power of the then-outstanding securities of the other party to the Merger Transaction, immediately after the Change of Control Date, are held in the aggregate by the holders of Voting Stock immediately prior to the Change of Control Date. (d) The consummation of a Sale Transaction. (e) The consummation of a transaction, immediately after which any Person would be the Beneficial Owner, directly or indirectly, of more than 50 percent of the outstanding Voting Stock. (f) The stockholders of the Company approve the dissolution of the Company. (g) During any period of 12 consecutive months, the individuals who at the beginning of that period constituted the Board of -2- Change of Control Agreement EXECUTIVE: ------------- Directors shall cease to constitute a majority of the Board of Directors. The previous sentence will not apply if the election, or the nomination for election by the Company's stockholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period. View More

A Change of Control. Shall be deemed to have occurred if: i) any "person," including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"), is or becomes the beneficial owner, directly or indirectly, of securities of RGS representing 20 percent or more of the combined voting power of RGS's then outstanding Voting Securities; ii) as a result of, or in connection with, any tender offer or exchange offer, merger or... other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of RGS before the transaction shall cease to constitute a majority of the Board of Directors of RGS or any successor to RGS; iii) RGS is merged or consolidated with another corporation and as a result of the merger or consolidation less than 50 percent of the outstanding Voting Securities of the surviving or resulting corporation (or ultimate parent of such surviving or resulting corporation) shall then be owned in the aggregate by the stockholders of RGS immediately prior to such merger or consolidation, other than (x) affiliates within the meaning of the Exchange Act or (y) any party to the merger or consolidation; iv) a tender offer or exchange offer is made and consummated for the ownership of securities of RGS representing 20 percent or more of the combined voting power of RGS's then outstanding Voting Securities; or v) RGS transfers substantially all of its assets to another corporation, which is not a wholly owned subsidiary of RGS. View More

A Change of Control. This benefit shall remain an obligation of the Bank and its successors regardless of a change of control or continued employment of the Executive after the change of control. The benefit shall be paid in accordance with Section 3.2, commencing in the seventh (7th) month following the termination of Executive's employment.

A Change of Control. Shall be deemed to have occurred if: (i) the acquisition of ownership, holding or power to vote more than 25% of the Bank's or the Company's voting stock; (ii) the acquisition of the ability to control the election of a majority of the Bank's or the Company's directors; (iii) the acquisition of a controlling influence over the management or policies of the Bank or the Company by any person or by persons acting as a... "group" (within the meaning of Section 13(d) of the Securities Exchange Act OF 1934); or (iv) during any period OF two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of the Bank or the Company (the "Existing Board") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, in the case of (i), (ii) and (iii) hereof, ownership or control of the Bank by the Company itself shall not constitute a Change of Control. For purposes of this paragraph only, the term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the non-employee directors of the Bank and the Company as to whether or not a Change of Control has occurred shall be conclusive and binding. View More

A Change of Control. Means the occurrence of any one of the following after an IPO: (i) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of the Requisite Percentage of either the Outstanding Company Common Stock or the combined voting power of the Outstanding Company Voting Securities; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (a) any acquisition... directly from the Company, (b) any acquisition by the Company or Reuters Group PLC or its controlled affiliates, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (d) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of subsection (iii) of this definition; or (ii) The members of the Incumbent Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Consummation of a Business Combination, in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (b) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, the Requisite Percentage of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that 11 such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination. In addition, the consummation of a Transaction that would be a Change of Control as defined above but for the fact that it occurs before an IPO shall be a Change of Control unless it was initiated by the management of the Company. Notwithstanding the foregoing, unless the Board of Directors in its sole discretion determines otherwise, none of the foregoing events shall be a Change of Control if (i) they occur in connection with or as a result of a strategic merger, business combination, joint venture or asset transfer with or to another entity that participates in the same or similar businesses to the businesses of the Company, or (ii) following the occurrence of such event, Reuters owns a percentage of the outstanding Common Stock that is at least equal to 30 percent and exceeds the percentage owned by any other single shareholder. View More

A Change of Control. Shall be deemed to have occurred if (i) a merger or consolidation of DAC or Parent with any other entity occurs, (ii) a complete liquidation of DAC or Parent is completed, or (iii) controlling interest of DAC's or Parent's assets or voting stock are sold, exchanged or otherwise disposed of.