Change In Control Definition Example with 12 Variations
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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 who constitute the Company's or the Bank's Board of Directors on the Effective Date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board shall be considered, for purposes of this clause (iii), as though he or she was a member of the Incumbent Board; 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 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 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 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 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 years, individuals who constitute the Company's or the Bank's Board of Directors on 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 a for purposes of this clause (iii), each director subsequent to who is first elected by the Effective Date whose board (or first nominated by the board for election was approved by the stockholders or corporators) 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 as the result of a directive, supervisory agreement or order issued by the primary federal 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 For purposes of this Agreement, a "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; consolidation, provided, however, that a second step conversion of the Company's mutual holding company is specifically excluded from consideration as a Change in Control under this definition; (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 years, individuals who constitute the Company's or the Bank's Board of Directors on 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 a for purposes of this clause (iii), each director subsequent to who is first elected by the Effective Date whose board (or first nominated by the board for election was approved by the stockholders or corporators) by a vote of at least three-quarters two-thirds (2/3) of the directors comprising who were directors at the Incumbent beginning of the two-year period or who is appointed to the Board as the result of a directive, supervisory agreement or order issued by the primary federal 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 such period; and provided, further, that the elimination of the Incumbent Board; Company's board of directors by merger into a new stock holding company in connection with a second-step conversion of the Company's mutual holding company shall not be deemed a Change in Control if the Bank's Board of Directors continues to satisfy this requirement; 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 occurrence of any of the following events: (i) (1) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another bank 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) (2) 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 A 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) (2) 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) (3) Change in Board Composition: Individuals During any period of two consecutive years, individuals who constitute the Company's or the Bank's Board of Directors on 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 a for purposes of this clause (c), each director subsequent to who is first elected by the Effective Date whose board (or first nominated by the board for election was approved by the stockholders or corporators) 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) (4) 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 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 years, individuals who constitute the Company's or the Bank's Board of Directors on 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 a for purposes of this clause (iii), each director subsequent to who is first elected by the Effective Date whose board (or first nominated by the board for election was approved by the stockholders or corporators) 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 as the result of a directive, supervisory agreement or order issued by the primary federal 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 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 years, individuals who constitute the Company's or the Bank's Board of Directors on 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 a for purposes of this clause (iii), each director subsequent to who is first elected by the Effective Date whose board (or first nominated by the board for election was approved by the stockholders or corporators) 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 as the result of a directive, supervisory agreement or order issued by the primary federal 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 occurrence of any of the following events: (i) Merger: The Company or the Bank merges into into, or consolidates with with, another entity, corporation, or merges another bank or corporation into the Bank or the Company, and as a result, 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 ... class="diff-color-red">consolidation; consolidation. (ii) Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or 13G or another form or schedule (other than Schedule 13G) required under Sections 13(d) 13(d), 13(g) or 14(d) of the Securities Exchange Act of 1934, as amended, if the which schedule discloses that the filing person or persons acting in concert has has, or have become 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; securities. (iii) Change in Board Composition: Individuals who constitute the Company's or the Bank's Board of Directors on the Effective Date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board Board, shall be considered, be, for purposes of this clause (iii), (iii) be considered as though he or she was a member of the Incumbent Board; or (iv) Sale of Assets: The Company or the Bank sells to a third party all all, or substantially all all, of its assets. 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; is specifically excluded from consideration as a Change in Control under this definition; (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 years, individuals who constitute the Company's or the Bank's Board of Directors on 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 a for purposes of this clause (iii), each director subsequent to who is first elected by the Effective Date whose board (or first nominated by the board for election was approved by the stockholders or corporators) 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 as the result of a directive, supervisory agreement or order issued by the primary federal 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
