Change In Control

Change In Control. Shall be deemed to have occurred if (i) Upon any of the following events: (I) any "person" (as such as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act (other than (A) the Company or any of 1934, as amended), other than a its Affiliates, (B) any trustee or other fiduciary holding securities under an any employee benefit plan of the Company or a corporation owned any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of those... securities, (D) an entity owned, directly or indirectly indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of shares of stock of the Company, is (E) FlexEnergy Power Solutions, LLC, or becomes the "Beneficial Owner" (F) any direct or indirect "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, the Exchange Act) of securities of the Company representing 20% more than 10% or more of the total voting power represented of the equity securities of FlexEnergy Power Solutions, LLC as of January 1, 2021) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the Company's total voting power of the then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) voting securities of the directors then still in office who either were directors at Company; (II) the beginning consummation of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% 50% of the total voting power represented by the Voting Securities voting securities of the Company or such the surviving entity outstanding immediately after such the merger or consolidation, consolidation; or (III) the shareholders consummation of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. Additionally, the issuance of securities by the Company in a financing transaction approved by the Board shall not be deemed or deemed to cause or result in a "change in control". View More

Change In Control. Shall be deemed to have occurred if (i) any "person" person (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act) or persons acting together in a manner which would constitute such persons a "group" for purposes of Section 13(d) of the Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in... substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" acquires and "beneficially owns" (as defined in Rule 13d-3 under said the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more at least 50% of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during then-outstanding voting securities; provided, however, that for purposes of this clause (i), the following acquisitions shall not constitute a Change in Control: (1) any period of two consecutive years, individuals who at acquisition directly from the beginning of such period constitute the Board and Company, (2) any new director whose election acquisition by the Board Company, General Electric Company or nomination for election any of their Affiliates, or (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company's shareholders was approved by a vote Company or any of at least two-thirds (2/3) its Affiliates; (ii) the consummation of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, entity, other than a merger or consolidation that which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or its parent) at least 80% 50% of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, consolidation; or the shareholders of the Company approve (iii) there is consummated a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets. assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. 2 Notwithstanding the foregoing, any direct or indirect spin-off, split-off or similar transaction involving Company securities by any stockholder of the Company to its stockholders, including pursuant to a Permitted Spin Transaction (as defined in the Amended & Restated Operating Agreement of Newco LLC), shall not constitute a Change in Control. With respect to an Award that is subject to Section 409A and for which payment or settlement of the Award will accelerate upon a Change in Control, no event set forth herein will constitute a Change in Control for purposes of the Plan unless such event also constitutes a "change in ownership," "change in effective control," or "change in the ownership of a substantial portion of the Company's assets" as defined under Section 409A View More

Change In Control. Shall be deemed to have occurred if Except as otherwise defined in an applicable Option Agreement, the occurrence of any of the following events: (i) any "person" 'person' (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions... as their ownership of stock of the Company, is or Act) becomes the "Beneficial Owner" 'beneficial owner' (as defined in Rule 13d-3 under said of the Exchange Act), directly or indirectly, of securities of the Company or the Bank representing 20% fifty percent (50%) or more of the total voting power represented by the Company's or the Bank's then outstanding Voting Securities, voting securities; (ii) the consummation of the sale, lease, transfer or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election disposition by the Board Company or nomination for election by the Company's shareholders was approved by a vote Bank of at least two-thirds (2/3) all or substantially all of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders assets of the Company approve or the Bank to any third party; (iii) the complete liquidation or dissolution of the Company or the Bank; or (iv) the consummation of a merger or consolidation of the Company or the Bank with any other corporation, other than a merger or consolidation that would result in the Voting Securities voting securities of the Company or the Bank outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) entity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or the Bank, or such surviving entity or its parent outstanding immediately after such merger or consolidation, but excluding any series of transactions that the Administrator reasonably determines shall not be a Change in Control. Notwithstanding this Section 2(f) to the contrary, a transaction shall not constitute a Change in Control if: (A) its sole purpose is to change the legal jurisdiction of the Company's or the shareholders of Bank's incorporation or to create a holding company that will be owned in substantially the Company approve a plan of complete liquidation same proportions by the persons who held the securities of the Company or an agreement the Bank immediately before such transaction; (B) the primary purpose of the transaction is to raise capital for the sale Company's or disposition by the Company (in one transaction Bank's operations and business activities, including, without limitation, an initial public offering of Shares under the Securities Act or a series of transactions) of all other Applicable Law; or substantially all (C) the purpose of the Company's assets. transaction is to effectuate the implementation of an employee stock ownership plan, as such term is used under the Code View More

Change In Control. (i) Change in Ownership. The occurrence acquisition by a Person of any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), acquires ownership of the stock of the Parent Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided, however, that for... purposes of this subsection, the acquisition of additional stock by Parent Company. However, if any one Person, who Person is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Parent Company, the acquisition of additional stock by the same Person is not considered to cause a change in ownership of the Parent Company will not be considered (or to cause a Change in Control; or (ii) A change in the effective control of the Parent Company). An increase in the percentage of stock owned by any one Person as a result of a transaction in which the Parent Company which occurs acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this paragraph. This paragraph applies only when there is a transfer of stock of the Parent Company (or issuance of stock of the Parent Company) and stock in the Parent Company remains outstanding after the transaction; or (ii) Change in Effective Control. (A) The acquisition by any Person, during the 12-month period ending on the date that of the most recent acquisition by such Person, of ownership of stock of the Parent Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Parent Company; or (B) the replacement of a majority of members of the Parent Company's Board is replaced of Directors during any twelve (12) month 12-month period by Directors directors whose appointment or election is not endorsed by a majority of the members of the Parent Company's Board of Directors prior to the date of the appointment or election. For purposes 2 A change in effective control also may occur in any transaction in which either the Parent Company or the other entity involved in the transaction has a "Change in Ownership" under paragraph (i) or "Change in Ownership of this clause, if a Substantial Portion of the Company's Assets" under paragraph (iii). If any one Person is considered to be in effective control own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Parent Company, the acquisition of additional control of the Parent Company by the same Person will is not be considered to cause a Change in Control; or (iii) A change in the ownership effective control of the Parent Company (or to cause a "Change in Ownership" of the Parent Company within the meaning of paragraph (i) above); or (iii) Change in Ownership of a substantial portion Substantial Portion of the Company's assets which occurs on the date that Assets. The acquisition by any Person acquires (or has acquired Person, during the twelve (12) month 12-month period ending on the date of the most recent acquisition by such person or persons) Person, of assets from of the Parent Company that have a total gross fair market value equal to or more than fifty forty percent (50%) (40%) of the total gross fair market value of all of the assets of the Parent Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of acquisition(s). For this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, purpose, gross fair market value means the value of the assets of the Parent Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes No Change in Control shall be deemed to have occurred in the event of a transfer to a related person or as described in Section 409A of the Code. (iv) The definition of Change in Control in this Agreement, and all other terms and provisions of this definition, persons will Agreement, shall be considered interpreted at all times in such a manner as to be acting as a group if they are owners comply with Section 409A of a corporation the Code, meaning that enters into a merger, consolidation, purchase or acquisition no additional income tax is imposed on the Associate pursuant to Section 409A(1)(a) of stock, or similar business transaction with the Company Code. View More

Change In Control. The occurrence of any And shall be deemed to have occurred upon the first to occur of the following events: (i) A change in the ownership of the Company which occurs on the following: (a)The date that any one person, or more than one person acting as a group ('Person'), group, acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total outstanding voting power of the stock of the Company; Company,... provided, however, that for purposes the merger or consolidation of this subsection, the acquisition Company with another entity as a result of additional stock which 50% or more of the outstanding voting securities of the surviving or resulting entity (or of the parent entity of such resulting or surviving entity) shall be owned in the aggregate by any one Person, who is considered the shareholders of the Company immediately prior to own more such merger or consolidation, shall not constitute a Change in Control. (b)The date of the merger or consolidation of the Company with another entity as a result of which less than fifty percent (50%) of the total outstanding voting power securities of the stock surviving or resulting entity (or of the parent entity of such resulting or surviving entity) shall be owned in the aggregate by the shareholders of the Company will not be considered a Change in Control; immediately prior to such merger or (ii) A change in the effective control of the Company which occurs on the consolidation; (c)The date that a majority of members of the Board is are replaced during any twelve (12) month period by Directors directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the (d)The date that any Person one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of owned, directly or indirectly, by the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of acquisitions. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred under this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) paragraph (d) when there is a transfer to an entity that is controlled by the Company's stockholders shareholders of the Company immediately after the transfer, or (B) a transfer. A transfer of assets by the Company to: (1) is not treated as a stockholder change in the ownership of such assets if the assets are transferred to (w) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its shares in the Company' s stock, (2) Company, (x) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) (y) a Person, person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock shares of the Company, or (4) (z) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person person described in this subsection (iii)(B)(3). For purposes (y) of this subsection, gross fair market value means paragraph. This definition of "Change in Control" is intended to be consistent with the value phrase "change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the Company, or the value corporation" as used in Section 409A(a)(2)(A)(v) of the assets being disposed of, determined without regard to any liabilities associated Code and the regulations promulgated thereunder and shall be interpreted and applied in a manner consistent with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company intent. View More

Change In Control. The Means the occurrence of any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ('Person'), ("Person"), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, subsection (i), the... acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or (ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or (iii) A change in the ownership of a substantial portion of the Company's assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection, subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company's assets: (A) a transfer to an entity that is controlled by the Company's stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company' s Company's stock, (2) an entity, fifty percent (50%) 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection, subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company's incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More

Change In Control. Shall For purposes of this Agreement, the term "Change in Control" shall mean the occurrence of any of the following events: (i) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately... before the merger or consolidation; (ii) Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company's or the Bank's voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Company's or the Bank's voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities; (iii) Change in Board Composition: Individuals During any period of two consecutive fiscal years, individuals who constitute the Company's or the Bank's Board board of Directors on directors at the Effective Date hereof (the "Incumbent Board") beginning of the two-year period cease for any reason to constitute at least a majority thereof, provided of the Company's or the Bank's board of directors; provided, however, that any person becoming for purposes of this clause (iii), each director who is first elected by a director subsequent to board of directors (or first nominated by board for election by the Effective Date whose election was approved stockholders) by a vote of at least three-quarters two-thirds (2/3) of the directors comprising who were directors at the Incumbent Board beginning of the two-year period or who is appointed to the board of directors as the result of a directive, supervisory agreement or order issued by the primary regulator of the Company or the Bank or by the Federal Deposit Insurance Corporation ("FDIC") shall be considered, for purposes deemed to have also been a director at the beginning of this clause (iii), as though he or she was a member of the Incumbent Board; such period; or (iv) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets. View More

Change In Control. Shall mean the The occurrence of any of the following events: (i) Merger: following: i. Merger. The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Bank Company or the Company, Bank, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or... consolidation; (ii) ii. Acquisition of Significant Share Ownership: Ownership. There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more than 50% of a class of the Company's or the Bank's voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Company's or the Bank's voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities; (iii) iii. Change in Board Composition: Individuals Composition. During any period of two consecutive years, individuals who constitute the Company's Board or the Bank's Board board of Directors on directors at the Effective Date hereof (the "Incumbent Board") beginning of the two-year period cease for any reason to constitute at least a majority thereof, provided of the Board or the Bank's board of directors; provided, however, that any person becoming a for purposes of this clause (iii), each director subsequent to who is first elected by the Effective Date whose applicable board (or first nominated by the applicable board for election was approved by the stockholders) by a vote of at least three-quarters two-thirds (2/3) of the directors comprising who were directors at the Incumbent Board beginning of the two-year period shall be considered, for purposes deemed to have also been a director at the beginning of this clause (iii), as though he such period; or she was a member of the Incumbent Board; or (iv) iv. Sale of Assets: Assets. The Company or the Bank sells to a third party all or substantially all of its assets. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person (the "Subject Person") acquired beneficial ownership of more than the permitted amount of the then outstanding Stock or Voting Securities as a result of a change in the number of shares of Stock or Voting Securities then outstanding, which thereby increases the proportional number of shares beneficially owned by the Subject Person; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Stock or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional Stock or Voting Securities which increases the percentage of the then outstanding Stock or Voting Securities beneficially owned by the Subject Person, then a Change in Control shall occur View More

Change In Control. Shall mean the The occurrence of any of the following events: (i) Merger: following: i. Merger. The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Bank Company or the Company, Bank, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or... consolidation; (ii) ii. Acquisition of Significant Share Ownership: Ownership. There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more than 50% of a class of the Company's or the Bank's voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Company's or the Bank's voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities; (iii) iii. Change in Board Composition: Individuals Composition. During any period of two consecutive years, individuals who constitute the Company's Board or the Bank's Board board of Directors on directors at the Effective Date hereof (the "Incumbent Board") beginning of the two-year period cease for any reason to constitute at least a majority thereof, provided of the Board or the Bank's board of directors; provided, however, that any person becoming a for purposes of this clause (iii), each director subsequent to who is first elected by the Effective Date whose applicable board (or first nominated by the applicable board for election was approved by the stockholders) by a vote of at least three-quarters two-thirds (2/3) of the directors comprising who were directors at the Incumbent Board beginning of the two-year period shall be considered, for purposes deemed to have also been a director at the beginning of this clause (iii), as though he such period; or she was a member of the Incumbent Board; or (iv) iv. Sale of Assets: Assets. The Company or the Bank sells to a third party all or substantially all of its assets. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person (the "Subject Person") acquired beneficial ownership of more than the permitted amount of the then outstanding Stock or Voting Securities as a result of a change in the number of shares of Stock or Voting Securities then outstanding, which thereby increases the proportional number of shares beneficially owned by the Subject Person; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Stock or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional Stock or Voting Securities which increases the percentage of the then outstanding Stock or Voting Securities beneficially owned by the Subject Person, then a Change in Control shall occur View More

Change In Control. The If, with respect to any particular 24-month period, the individuals who, as of the Effective Date, constitute later of (i) the date of the initial public offering of the Company's common stock, par value $0.001 per share, and (ii) the beginning of such 24-month period, constituted the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent... to such effective date whose election, or nomination for election by the stockholders of the Company, 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 of Directors. View More

Change In Control. The individuals Individuals who, as of the Effective Date, date of the initial public offering of the Company's common stock, par value $0.001 per share, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to such effective date whose election, or nomination for election by the stockholders of the Company, 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 of Directors. View More

Change In Control. The A "Change in Control" will be deemed to have occurred if, with respect to any particular 24-month period, the individuals who, as at the beginning of the Effective Date, constitute such 24-month period, constituted the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the beginning of such effective date 24-month period whose... election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though 1 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 of Directors. View More

Change In Control. Notwithstanding the definition of the The term "Change Change in Control" contained in the Plan and as permitted by Article 5 of the Plan, for the purposes of this Agreement, the term "Change of Control" Control shall mean (i) (a) the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a corporation that is not controlled by the Company, (ii) (b) the approval by the shareholders of the... Company of any plan or proposal for the liquidation or dissolution of the Company, (iii) (c) a successful tender offer for the Common Stock of the Company, after which the tendering party holds more than 50% 30% of the issued and outstanding Common Stock of the Company, or (iv) (d) a merger, consolidation, share exchange, or other transaction to which the Company is a party pursuant to which the holders of all of the shares of the Company outstanding prior to such transaction do not hold, directly or indirectly, at least 50% of the outstanding shares of the surviving company after the transaction. View More

Change In Control. Notwithstanding the definition of the term "Change in Control" contained in the Plan and as permitted by Article 5 of the Plan, for the purposes of this Agreement, the term "Change of Control" shall mean (i) the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a corporation that is not controlled by the Company, (ii) the approval by the shareholders of the Company of any plan or... proposal for the liquidation or dissolution of the Company, (iii) a successful tender offer for the Common Stock of the Company, after which the tendering party holds more than 50% of the issued and outstanding Common Stock of the Company, or (iv) a merger, consolidation, share exchange, or other transaction to which the Company is a party pursuant to which the holders of all of the shares of the Company outstanding prior to such transaction do not hold, directly or indirectly, at least 50% of the outstanding shares of the surviving company after the transaction. To the extent any payment or settlement under this Agreement is subject to Section 409A of the Internal Revenue Code of 1986 (the "Code"), no event described above shall be considered a Change in Control unless such event also constitutes a permissible payment event under Treasury Regulation § 1.409A-3(a)(5) and (i)(v), (vi) and (vii). View More

Change In Control. Notwithstanding The term 'Change in Control' shall mean the definition occurrence of any of the term "Change in Control" contained in the Plan and as permitted by Article 5 of the Plan, for the purposes of this Agreement, the term "Change of Control" shall mean following: (i) the The sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a corporation that is not controlled by the Company, Company; or (ii) the approval by the shareholders of the Company of any plan or proposal for the The liquidation or dissolution of the Company, Company; or (iii) a A successful tender offer for the Common Stock of the Company, after which the tendering party holds more than 50% 30% of the issued and outstanding Common Stock of the Company, Company; or (iv) a A merger, consolidation, share exchange, or other transaction to which the Company is a party pursuant to which the holders of all of the shares of the Company Stock outstanding prior to such transaction do not hold, directly or indirectly, at least 50% 70% of the outstanding shares of the surviving company after the transaction. View More

Change In Control. Any Means any transaction whereby (i) any Person or Persons or "group" (other than the Sponsor Investors) American Securities) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in one or a series of transactions, of more than 50% of the total voting power or economic interest of the Company (or any entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by... way of issuance, merger, consolidation, tender or exchange offer or otherwise, or (ii) all or substantially all of the consolidated assets of the Company and its subsidiaries are sold to any Person or Persons or "group" (other than the Sponsor Investors). American Securities). For the avoidance of doubt, neither the initial public offering of Common Stock of the Company nor any secondary public offering shall be deemed a Change in Control. View More

Change In Control. Any transaction whereby (i) any Person or Persons or "group" (other than the Sponsor Investors) Oak Hill Funds) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in one or a series of transactions, of more than 50% of the total voting power or economic interest of the Company (or any entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by way of issuance,... merger, consolidation, tender or exchange offer or otherwise, or (ii) all or substantially all of the consolidated assets of the Company and its subsidiaries are sold to any Person or Persons or "group" (other than the Sponsor Investors). Oak Hill Funds). For the avoidance of doubt, neither the initial public offering of Common Stock of the Company nor any secondary public offering shall be deemed a Change in Control. View More

Change In Control. Any transaction whereby (i) any Person or Persons or "group" (other than the Sponsor Investors) LEP and its affiliates) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in one or a series of transactions, of more than 50% of the total voting power or economic interest of the Company (or any entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by way of... issuance, merger, consolidation, tender or exchange offer or otherwise, or (ii) all or substantially all of the consolidated assets of the Company and its subsidiaries are sold to any Person or Persons or "group" (other than the Sponsor Investors). LEP and its affiliates). For the avoidance of doubt, neither the initial public offering of Common Stock of the Company nor any secondary public offering shall be deemed a Change in Control. View More

Change In Control. Any of the following, unless the Administrator provides otherwise: Committee determines otherwise in a specific instance: (i) any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately before such transaction); (ii) the sale of all or substantially all of the Company's assets to any other... person or entity (other than a wholly-owned subsidiary of the Company); (iii) the acquisition of beneficial ownership of a controlling interest (including power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); (iv) the dissolution or liquidation of the Company; (v) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or (vi) any other event specified, at the time an Award is granted or thereafter, by the Board or a Committee. Notwithstanding the foregoing, the term "Change in Control" shall not include any underwritten public offering of Shares registered under the Act Committee View More

Change In Control. Any of the following, unless the Administrator provides otherwise: (i) i. any merger or consolidation (other than a merger or consolidation in which 50% of the voting power of the voting securities of the surviving entity is controlled by the shareholders of the Company immediately prior to the transaction) in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders shareholders did not own all or substantially all of the Common... Stock in substantially the same proportions as immediately before prior to such transaction); (ii) transaction), ii. the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) subsidiary), iii. the acquisition of beneficial ownership of a controlling interest (including (including, without limitation, power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); (iv) Act), iv. the dissolution or liquidation of the Company; (v) Company, or v. a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; Board. A transaction shall not constitute a Change in Control if it is effected for the purpose of changing the place of incorporation or (vi) any other event specified, at form of organization of the time ultimate parent entity (including where the Company is succeeded by an Award is granted issuer incorporated under the laws of another state, country or thereafter, by foreign government for such purpose and whether or not the Board Company remains in existence following such transaction) where all or a Committee. substantially all of the persons or group that beneficially own all or substantially all of the combined voting power of the Company's voting securities immediately prior to the transaction beneficially own all or substantially all of the combined voting power of the Company in substantially the same proportions of their ownership after the transaction. Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the term "Change deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in Control" this Section 2(j) with respect to such Award (or portion thereof) shall not include any underwritten public offering only constitute a Change in Control for purposes of Shares registered under the Act payment timing of such Award if such transaction also constitutes a "change in control event," as defined in Treasury Regulation Section 1.409A-3(i)(5). View More

Change In Control. Any of the following, unless the Administrator provides otherwise: (i) i. any merger or consolidation (other than a merger or consolidation in which 50% of the voting power of the voting securities of the surviving entity is controlled by the shareholders of the Company immediately prior to the transaction) in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders shareholders did not own all or substantially all of the Common... Stock in substantially the same proportions as immediately before prior to such transaction); (ii) transaction), ii. the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) subsidiary), iii. the acquisition of beneficial ownership of a controlling interest (including (including, without limitation, power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); (iv) Act), iv. the dissolution or liquidation of the Company; (v) Company, or v. a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or (vi) any other event specified, at the time an Award is granted or thereafter, by the Board or a Committee. Notwithstanding the foregoing, the term "Change in Control" shall not include any underwritten public offering of Shares registered under the Act View More

Change In Control. The occurrence of any of the following: (i) one person (a) One Person (or more than one person Person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided provided, that, a Change of in Control shall not occur if any person Person (or more than one person Person acting as a group) owns more than 50% of the total... fair market value or total voting power of the Company's stock and acquires additional stock; (ii) one person (b) One Person (or more than one person Person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of the Company; (iii) a such corporation; (c) A majority of the members of the Board of Directors of the Company are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board of Directors of the Company before the date of such appointment or election; or (iv) (d) One Person (or more than one Person acting as a group), acquires (or has acquired during the complete liquidation twelve-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company or the sale or other disposition by the Company of all or substantially all of the Company's assets. immediately before such acquisition(s). View More

Change In Control. The Means the occurrence of any of the following: (i) (a) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; such corporation; provided that, a Change of in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market... value or total voting power of the Company's stock and acquires additional stock; (ii) (b) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month twelve (12) month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of the Company; (iii) power; (c) a majority of the members of the Board of Directors of the Company are replaced during any twelve-month twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board of Directors of the Company before the date of such appointment or election; or (iv) (d) one person (or more than one person acting as a group) acquires (or has acquired during the complete liquidation twelve (12) month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s). Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the sale or other disposition by the Company ownership of all or substantially all a substantial portion of the Company's assets. assets under Section 409A of the Code. View More

Change In Control. Means: (a) The occurrence acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of any beneficial ownership (within the meaning of Rule 1 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of the following: (i) one person combined voting power of the then outstanding voting securities of the Company; or (b) The sale, transfer or other disposition of all or substantially all of the assets of the Company... to any Person other than an Affiliate. (c) Any Person (or more than one person Person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided provided, that, a Change of in Control shall not occur if any person Person (or more than one person Person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company's stock and acquires additional stock; (ii) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of the Company; (iii) a (d) A majority of the members of the Board of Directors of the Company are is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board of Directors of the Company before the date of such appointment or election; or (iv) the complete liquidation of the Company or the sale or other disposition by the Company of all or substantially all of the Company's assets. View More

Change In Control. Shall mean a change in the ownership of the Corporation or the Bank, a change in the effective control of the Corporation or the Bank or a change in the ownership of a substantial portion of the assets of the Corporation or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder; provided, however, that neither any second-step conversion and reorganization in which the MHC ceases to exist nor any increase in the ownership of the Corporation by the MHC... shall be deemed to constitute a Change in Control. thereunder. View More

Change In Control. Shall mean a change in the ownership of the Corporation or the Bank, a change in the effective control of the Corporation or the Bank or a change in the ownership of a substantial portion of the assets of the Corporation or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder; provided, however, thereunder, provided that neither any second-step conversion and reorganization in which the MHC ceases to exist nor any increase in the ownership of the... Corporation by the MHC Conversion shall not be deemed to constitute a Change in Control. View More

Change In Control. Shall mean a change in the ownership of the Corporation or the Bank, a change in the effective control of the Corporation or the Bank or a change in the ownership of a substantial portion of the assets of the Corporation or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder; provided, however, thereunder, provided that neither any second-step conversion and reorganization in which the MHC ceases to exist nor any increase in the ownership of the... Corporation by the MHC Conversion shall not be deemed to constitute a Change in Control. View More

Change In Control. (i) the consummation of a merger or consolidation of the Company with or into another entity or any other stock acquisition or corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation consolidation, stock acquisition or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation consolidation, stock... acquisition or other reorganization; or (ii) the sale, transfer or other disposition of all or substantially all of the Company's assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. assets View More

Change In Control. The occurrence of any of the following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities, except that the following shall be deemed not to be a Change in Control: (A) any change in the... beneficial ownership of the securities of the Company as a result of a transaction or series of related transactions undertaken primarily for capital-raising purposes and that is approved by the Board, or (B) a transaction the sole purpose of which is to change the state of the Company's incorporation or create a holding company that shall be owned in substantially the same proportions by the persons who owned the Company's securities immediately before such transaction; (ii) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if if, as a result of such merger, consolidation or reorganization, more than 50% fifty percent (50%) of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders stockholders of the Company immediately prior to such merger, consolidation or other reorganization; or (ii) the (iii) The consummation of a sale, transfer or other disposition of all or substantially all the assets of the Company's assets. A transaction shall not constitute a Change in Control if Company and its sole purpose is consolidated subsidiaries to change the state an entity of which more than fifty percent (50%) of the Company's incorporation or to create a holding company that will be combined voting power of its outstanding securities is owned in substantially the same proportions by the persons who held are not stockholders of the Company's securities immediately before Company at the effective time of such transaction. sale, transfer or disposition. View More

Change In Control. (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, entity, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders stockholders of the Company immediately prior to such merger, merger or consolidation own immediately after such merger or other... reorganization; consolidation 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or (ii) the sale, transfer or other disposition of all or substantially all of the Company's assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More