Change In Control

Change In Control. As such term is defined in the Plan

Change In Control. Circumstances under which: (i) any person or group becomes the beneficial owner of shares of capital stock of the Company, the New Holding Company or the Bank representing 25% or more of the total number of votes that may be cast for the election of the Boards of Directors of the Company, the New Holding Company or the Bank, (ii) the persons who were directors of the Company, the New Holding Company or the Bank cease to be a majority of the Board of Directors, in connection with any tender or... exchange offer (other than an offer by the Company, the New Holding Company or the Bank), merger or other business combination, sale of assets or contested election, or combination of the foregoing, or (iii) shareholders of the Company, the New Holding Company or the Bank approve a transaction pursuant to which substantially all of the assets of the Company, the New Holding Company or the Bank will be sold View More

Change In Control. Means an event which shall be deemed to have occurred in the event that any person, entity or group shall become the beneficial owner of such number of shares of Common Stock, and/or any other class of stock of the Corporation then outstanding that is entitled to vote in the election of directors (or is convertible into shares so entitled to vote) as together possess more than 50% of the voting power of all of the then outstanding shares of all such classes of stock of the Corporation so... entitled to vote. For purposes of the preceding sentence, "person, entity or group" shall not include (i) any employee benefit plan of the Corporation, or (ii) any person, entity or group which, as of the Effective Date of this Plan, is the beneficial owner of such number of shares of Common Stock and/or such other class of stock of the Corporation as together possess 5% of such voting power; and for these purposes "group" shall mean persons who act in concert as described in Section 14(d)(2) of the 1934 Act. View More

Change In Control. (1) an acquisition by an individual or entity of 35% of the outstanding common stock or voting power of the Company, (2) a contested change of a majority of the non-employee member of the Board of the Company, (3) the consummation via execution of a final written agreement for merger, sale, acquisition, or other such transaction where the shareholders of the Company immediately prior to such transaction do not own 60% of the outstanding common stock of the Company immediately following such... transaction, or (4) shareholder approval of a complete dissolution of the Company (excluding bankruptcy) View More

Change In Control. (a) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the voting power of the Company then... outstanding; (b) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company's shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (c) the approval of the shareholders of the Company of (i) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entity's then outstanding voting securities; (ii) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (iii) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. The Company shall notify the Executive promptly of the occurrence of a Change in Control. View More

Change In Control. Defined in the 2007 Incentive Award Plan (the "Plan).

Change In Control. (1) an event of a nature that (i) results in a change in control of the Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933 and 12 C.F.R. Part 574 as in effect on the date hereof; or (ii) would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (2) any person (as the term is used in Section 13(d) and... 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Association or the Holding Company representing 20% or more of the Association's or the Holding Company's outstanding securities; (3) individuals who are members of the board of directors of the Association or the Holding Company on the 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 date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; or (4) a reorganization, merger, consolidation, sale of all or substantially all of the assets of the Association or the Holding Company or a similar transaction in which the Association or the Holding Company is not the resulting entity. The term "Change in Control" shall not include an acquisition of securities by an employee benefit plan of the Association or the Holding Company or the acquisition of securities of the Association by the Holding Company. View More

Change In Control. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (1) any "person" (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the Exchange Act), other than the Company, any majority-owned subsidiary of the Company, any compensation plan of the Company, or any majority-owned subsidiary of the Company, or Berjaya Group (Cayman) Limited or any subsidiary... thereof; becomes the "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the combined voting power of the Company; or (2) if, during the Term (as defined below) of this Agreement, one or more directors are appointed or elected to the Company's Board of Directors ("Board") and any of such new directors are not either: (a) appointed to the Board by a vote that includes the affirmative vote approving such director nominee of at least 75% of the directors who are serving on the Board as of the date of this Agreement, or (b) elected to the Board by a vote (or action by written consent) of the requisite percentage of shareholders required to elect such nominees for election to the Board under circumstances where the slate of nominees that is elected to the Board is affirmatively proposed for election to the Board by the affirmative vote of at least 75% of the directors who are serving on the Board at the date of this Agreement, or (3) the shareholders of the Company approve (1) a reorganization, merger, or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, or consolidation do not immediately thereafter own more than 30% of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3) the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company that accounts for more than 66 2/3% of the consolidated revenues of the Company, but not including a reorganization, merger or consolidation of the Company. Notwithstanding the foregoing, the term "Change in Control" shall not include any reorganization or liquidation that occurs under the Bankruptcy Code. View More

Change In Control. A Change in Control as defined in the Securities Purchase Agreement

Change In Control. Any person,