Chance of Control. Means any one of the following events: (a) the acquisition by any person or persons acting in concert of the then outstanding voting securities of the Bank, if, after the transaction, the acquiring person (or persons) owns, controls or holds, with power to vote forty percent (40%) or more of any class of voting securities of the Bank; (b) within any twelve-month period (beginning on or after the Effective Date) the persons who were directors of the Bank immediately
... before the beginning of such twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors; provided that any director who was not a director as of the Effective Date shall be deemed to be an Incumbent Director if that director were elected to the Board of Directors by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualify as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with 2 an actual or threatened election contest relating to the election of directors shall be deemed to be an Incumbent Director; (c) a reorganization, merger or consolidation, with respect to which persons who were the stockholders of the Bank immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities; or (d) the sale, transfer or assignment of all or substantially all of the assets of the Bank to any third party.
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