Change In Control

Change In Control. Any one The occurrence of any of the following events which occurs following after the Effective Date: (a) (i) the acquisition within a twelve (12) month period, directly or indirectly, by any "person" 'person' or "persons" 'persons' (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Company or any employee benefit plan of the Company or an Affiliate, or any corporation pursuant to a reorganization, merger or consolidation, amended) of equity securities of the Company that in the aggregate represent thirty percent (30%) or more of the total voting power of the Company's then outstanding equity securities; (b) securities, other than any acquisition (A) directly from the Company, (B) by the Company or any employee benefit plan of the Company or an Affiliate, or (C) by any corporation pursuant to a reorganization, merger or consolidation; (ii) the acquisition, directly or indirectly, by any "person" 'person' or "persons" 'persons' (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Company or any employee benefit plan of the Company or an Affiliate, or any corporation pursuant to a reorganization, merger or consolidation of equity securities of the Company, resulting amended) that results in such person or persons holding equity securities of the Company that, together with equity securities already held by such person or persons, in the aggregate represent more than fifty percent (50%) of the total fair market value or total voting power of the Company's then outstanding equity securities; (c) individuals who as securities, other than any acquisition (A) directly from the Company, (B) by the Company or any employee benefit plan of the Company or an Affiliate, (C) by any corporation pursuant to a reorganization, merger or consolidation of equity securities of the Company, or (D) by any such person or persons who is considered to own equity securities of the Company that, in the aggregate, represent more than fifty percent (50%) of the total fair market value or total voting power of the Company's then outstanding equity securities; (iii) the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the members of the Incumbent Board is replaced during any 12-month period by individuals who are not members of the Incumbent Board; provided, however, that any individual becoming provided that, for this purpose, a member of the Board of Directors is a member of the 'Incumbent Board' if either (A) such member was a member of the Board of Directors as of the Effective Date or (B) such member becomes a director subsequent to the date hereof whose Effective Date if such member's election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds 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; (d) Board of Directors; (iv) a reorganization, merger or consolidation, with respect to which persons who were the holders of equity securities of the Company immediately prior to such reorganization, merger or consolidation, immediately thereafter, own equity securities of the surviving entity representing less than fifty percent (50%) of the combined ordinary voting power of the then outstanding voting securities of the surviving entity; or (e) (v) the acquisition within a twelve (12) month period, directly or indirectly, by any "person" 'person' or "persons" 'persons' (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than any corporation pursuant to a reorganization, merger or consolidation, amended) of assets of the Company that have a total gross fair market value equal to or more than eighty-five percent (85%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition. acquisition, other than any acquisition by any corporation pursuant to a reorganization, merger or consolidation. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred for purposes of this Agreement (a) unless the event also constitutes a "change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation" within the meaning of Code Section 409A(a)(2)(v), or (b) by reason of any actions or events in which the Recipient Executive participates in a capacity other than in his the Executive's capacity as an officer, employee, or director of the Company or an Affiliate View More

Change In Control. Any one of the following events which occurs following the Effective Date: (a) the acquisition within a twelve (12) month period, directly or indirectly, by any "person" or "persons" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Company or any employee benefit plan of the Company or an Affiliate, or any corporation pursuant to a reorganization, merger or consolidation, of equity securities of the Company that in the... aggregate represent thirty percent (30%) or more of the total voting power of the Company's then outstanding equity securities; (b) (i) the acquisition, directly or indirectly, by any "person" or "persons" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Company or any employee benefit benefits plan of the Company or an Affiliate, or any corporation pursuant to a reorganization, merger or consolidation consolidation, of equity securities of the Company, resulting in such person or persons holding equity securities of the Company that, together with equity securities already held by such person or persons, that in the aggregate represent thirty percent (30%) or more than fifty percent (50%) of the total fair market value or total combined ordinary voting power of the Company's then outstanding equity securities; (c) (ii) individuals who as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; Board of Directors of the Company; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds 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; (d) Board of Directors of the Company; (iii) a reorganization, merger or consolidation, with respect to which persons who were the holders of equity securities of the Company immediately prior to such reorganization, merger or consolidation, consolidation do not, immediately thereafter, own equity securities of the surviving entity representing less more than fifty percent (50%) of the combined ordinary voting power of the then outstanding voting securities of the surviving entity; or (e) the acquisition within (iv) a twelve (12) month period, directly sale, or indirectly, by any "person" or "persons" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than any corporation pursuant to a reorganization, merger or consolidation, of assets of the Company that have a total gross fair market value equal to one or more than eighty-five percent (85%) sales occurring in a twelve-month period, of the total gross fair market value of all or substantially all of the assets of the Company immediately before such acquisition. to any third party. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred for purposes of this Agreement (a) unless the event also constitutes a "change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation" within the meaning of Code Section 409A(a)(2)(v), or (b) by reason of any actions or events in which the Recipient Executive participates in a capacity other than in his capacity as an officer, employee, or director of the Company or an Affiliate Affiliate. View More

Change In Control. The occurrence after the date of a change in the ownership, a change in the effective control, or a change in the ownership this Agreement of a substantial portion any of the assets of the Company (or of such other corporation described in Section 1.409A-3(i)(5)(ii)(A)), as determined in accordance with Section 1.409A-1(i)(5) of the Treasury Regulations and the following provisions: (a) A change in the ownership of the Company (or other applicable corporation) shall occur on the date on which following: (i) any one person, or more than one person acting as a group, acquires ownership of stock of the corporation Company that, together with 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 such corporation. However, the Company, as determined in accordance with Section 1.409A-3(i)(5)(v) of the Treasury Regulations; provided, that if any a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, the Company, or to own more than the market value or total voting power specified in clause (ii) below, and such person or group acquires additional stock of such corporation, the Company, the acquisition of additional stock by such person or group shall not be considered to cause a change "Change in the ownership (or a change in the effective control) of such corporation. (b) A change in the effective control of the Company (or other applicable corporation) shall occur on either of the following dates: (i) The date on which Control;" (ii) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation Company possessing 30% or more of the total voting power of the stock of such corporation; the Company, as determined in accordance with Section 1.409A-3(i)(5)(vi) of the Treasury Regulations; provided, however, that if any a person or group is considered to own possess 30% or more than 30% of the total total voting power of the stock of such corporation, the Company, and such person or group acquires additional stock of such corporation, the Company, the acquisition of additional stock by such person or group shall not be considered to cause a change "Change in the effective control of such corporation; or (ii) The date on which Control;" (iii) a majority of the Company's members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of the appointment or election. (c) A change election, as determined in the ownership of a substantial portion accordance with Section 1.409A-3(i)(5)(vi) of the assets of the Company (or other applicable corporation) shall occur on the date on which Treasury Regulations; or (iv) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation 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 corporation Company immediately before such acquisition or acquisitions. However, acquisitions, as determined in accordance with Section 1.409A-3(i)(5)(vii) of the Treasury Regulations; provided, that a transfer of assets shall not be treated as a change "Change in the ownership of a substantial portion of the assets Control" when such a transfer is made to a related person an entity that is controlled by the stockholders of the Company, as described determined in accordance with Section 1.409A-3(i)(5)(vii)(B) of the Treasury Regulations. View More

Change In Control. The occurrence of a A change in the ownership, ownership of the Company, a change in the effective control, control of the Company, or a change in the ownership of a substantial portion of the assets of the Company (or of such other corporation described in Section 1.409A-3(i)(5)(ii)(A)), as determined Company, consistent with and interpreted in accordance with Code Section 1.409A-1(i)(5) 409A and regulations issued thereunder, and specifically defined as follows: (a) General Rules. In order to... constitute a Change in Control as to the Executive, the Change in Control shall relate to: (i) The corporation for whom the Executive is performing services at the time of the Treasury Regulations and Change in Control; or (ii) The corporation that is liable for the following provisions: (a) payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Executive for such corporation (or corporations) or there is a bona fide business purpose for such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal income tax; or (iii) A corporation that is a majority shareholder of a corporation identified in either paragraph (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in either paragraph (i) or (ii) above. (b) Change In Ownership. A change in the ownership of the Company (or other applicable corporation) a corporation shall occur on the date on which that any one person, or more than one person acting as a group, acquires ownership of stock of the corporation that, together with 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 such corporation. However, if any person, or more than one person or group acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of such a corporation, and such person or group acquires additional stock of such corporation, then the acquisition of additional stock by such the same person or group persons shall not be considered to cause a change in the ownership of the corporation (or to cause a change in the effective control) of such corporation. (b) A change in the effective control of the Company (or other applicable corporation) corporation). (c) Change In Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on either of the following dates: date that either: (i) The date on which any Any one person, person or more than one person acting as a group, group acquires (or has acquired during the 12-month twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; provided, however, that if any person or group is considered to own more than 30% (ii) A majority of members of the total total voting power of the stock of such corporation, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a change in the effective control of such corporation; or (ii) The date on which a majority of the Company's corporation's Board of Directors is replaced during any 12-month period by directors Directors whose appointment or election is not endorsed by a majority of the members of the Company's corporation's Board of Directors before prior to the date of the appointment or election. (c) election, provided that for purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder. (d) Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of the Company (or other applicable corporation) a corporation shall occur on the date on which that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation 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 corporation immediately before prior to such acquisition or acquisitions. However, a For this purpose, gross fair market value shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a corporation shall not be treated as a change in the ownership of a substantial portion such assets if the assets are transferred to: (i) A shareholder of the assets when such corporation (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or (iii) A person, or more than one person acting as a transfer group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or (iv) An entity, at least 50% of the total value or voting power of which is made to owned, directly or indirectly, by a person who is a related person as described under applicable Treasury Regulations. There shall be no Change in Section 1.409A-3(i)(5)(vii)(B) Control when there is a transfer to an entity that is controlled by the shareholders of the Treasury Regulations. transferring corporation immediately after the transfer. View More

Change In Control. (1) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person person to own thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Company... entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); or (2) individuals who as of the date hereof, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least two-thirds ( 2/3) of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds 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; or (3) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, no Change of Control shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which Executive participates in any capacity other than in his capacity as an employee or director of the Company. In addition, notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any award which provides for the deferral of compensation that is subject to Section 409A (as defined below), to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (1), (2) or (3) with respect to such award shall only constitute a Change in Control for purposes of the 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. (1) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person person to own thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Company... entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); or (2) individuals who as of the date hereof, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least two-thirds ( 2/3) of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds 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; or (3) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, no Change of Control shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which Executive participates in any capacity other than in his capacity as an employee or director of the Company. In addition, notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any award which provides for the deferral of compensation that is subject to Section 409A (as defined below), to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (1), (2) or (3) with respect to such award shall only constitute a Change in Control for purposes of the 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. Means, at any time subsequent to the date of this Shall mean, except as otherwise provided in an Agreement, the occurrence of any of the following events: following: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any affiliates thereof; (ii) the... commencement of the liquidation or dissolution of the Corporation Company that occurs following the approval by the holders of capital stock of the Corporation Company of any plan or proposal for such liquidation or dissolution of the Corporation; Company; (iii) any Person or Group becomes shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of shares representing more than 50% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors, managers or trustees (the "Voting Stock") of the Corporation Company and such Person or Group actually has the power to vote such shares in any such election; (iv) the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members of such Board of Directors at the beginning of such period; or (v) a merger or consolidation of the Corporation Company with another entity in which holders of the Corporation's common stock Common Stock of the Company immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, 50% or less of the common equity interest in the surviving corporation in such transaction. Notwithstanding anything herein to the contrary, an event described above shall be considered a Change in Control hereunder only if it also constitutes a "change in control event" under Section 409A of the Code, to the extent necessary to avoid the adverse tax consequences thereunder with respect to any award Award subject to Section 409A of the Code. View More

Change In Control. Means, at any time subsequent to the date of this Shall mean, except as otherwise provided in an Agreement, the occurrence of any of the following events: following: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any affiliates thereof; (ii) the... commencement of the liquidation or dissolution of the Corporation Company that occurs following the approval by the holders of capital stock of the Corporation Company of any plan or proposal for such liquidation or dissolution of the Corporation; Company; (iii) any Person or Group becomes shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of shares representing more than 50% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors, managers or trustees (the "Voting Stock") of the Corporation Company and such Person or Group actually has the power to vote such shares in any such election; (iv) the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members of such Board of Directors at the beginning of such period; or (v) a merger or consolidation of the Corporation Company with another entity in which holders of the Corporation's common stock Common Stock of the Company immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, 50% or less of the common equity interest in the surviving corporation in such transaction. Notwithstanding anything herein to the contrary, an event described above shall be considered a Change in Control hereunder only if it also constitutes a "change in control event" under Section 409A of the Code, to the extent necessary to avoid the adverse tax consequences thereunder with respect to any award Award subject to Section 409A of the Code. View More

Change In Control. The acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of... any similar right to acquire such Common Stock, treating, for the avoidance of doubt, all then-outstanding LLC Units as shares of Common Stock assuming the full exchange of then-outstanding LLC Units for shares of Common Stock in accordance with the Exchange Agreement or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the Participant) View More

Change In Control. The acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of... any similar right to acquire such Common Stock, treating, for the avoidance of doubt, all then-outstanding LLC Units as shares of Common Stock assuming the full exchange of then-outstanding LLC Units for shares of Common Stock in accordance with the Exchange Provision or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the Participant) View More

Change In Control. The first to occur Shall mean the occurrence of any of the following events: (1) the (i) consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, with one or more other Persons, persons, other than a transaction following which: (A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) Act of 1934,... as amended ("Exchange Act")) in substantially the same relative proportions by Persons persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and (B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by Persons persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Company; (2) (ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any Person person or by any Persons persons acting in concert; (3) concert, or approval by the shareholders of the Company of any transaction which would result in such an acquisition; (iii) a complete liquidation or dissolution of the Company; (4) Company or the Bank, or approval by the shareholders of the Company of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Company's Board do not of Directors who belong to any of the following groups: groups do not aggregate at least a majority of the Company's Board of Directors: (A) individuals who were members of the Company's Board of Directors on the Initial Effective Date; or (B) individuals who first became members of the Company's Board of Directors after the Initial Effective Date either: (i) (1) upon election to serve as a member of the Company's Board of Directors by the affirmative vote of at least two-thirds three-quarters of the members of such board, Board, or of a nominating committee thereof, in office at the time of such first election; or (ii) (2) upon election by the shareholders of the Company to serve as a member of such board, the Company's Board of Directors, but only if nominated for election by the affirmative vote of at least two-thirds three-quarters of the members of the such Board, or of a nominating committee thereof, in office at the time of such first nomination; provided, however, provided that such individual's election or nomination did not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the board; (5) Company's Board of Directors; or (v) any event which would be described in section 2(j)(1), (2), (3), Section 1(c)(i), (ii), (iii) or (4) (iv) if the term "Bank" were substituted for the term "Company" therein and the term "board "Bank's Board of directors of the Bank" Directors" were substituted for the term "Board" "Company's Board of Directors" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank, Bank or a subsidiary of either of them, by the Company, the Bank, or any a subsidiary of either of them, or by any employee benefit plan maintained by any of them. Notwithstanding the foregoing, for For purposes of an Award (1) that provides for this Section 1(c), the payment term "person" shall include the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of deferred compensation that is subject to Code Section 409A or (2) with respect to which the Company permits a deferral election, the definition of Change in Control herein shall be deemed amended to conform to the requirements of Code Section 409A to the extent necessary for the Award and deferral election to comply with Code Section 409A. Exchange Act. View More

Change In Control. The first to occur Shall mean the occurrence of any of the following events: (1) the (i) consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, with one or more other Persons, persons, other than a transaction following which: (A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) Act of 1934,... as amended ("Exchange Act")) in substantially the same relative proportions by Persons persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and (B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by Persons persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Company; (2) (ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any Person person or by any Persons persons acting in concert; (3) concert, or approval by the shareholders of the Company of any transaction which would result in such an acquisition; (iii) a complete liquidation or dissolution of the Company; (4) Company or the Bank, or approval by the shareholders of the Company of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Company's Board do not of Directors who belong to any of the following groups: groups do not aggregate at least a majority of the Company's Board of Directors: (A) individuals who were members of the Company's Board of Directors on the Initial Effective Date; or (B) individuals who first became members of the Company's Board of Directors after the Initial Effective Date either: (i) (1) upon election to serve as a member of the Company's Board of Directors by the affirmative vote of at least two-thirds three-quarters of the members of such board, Board, or of a nominating committee thereof, in office at the time of such first election; or (ii) (2) upon election by the shareholders of the Company to serve as a member of such board, the Company's Board of Directors, but only if nominated for election by the affirmative vote of at least two-thirds three-quarters of the members of the such Board, or of a nominating committee thereof, in office at the time of such first nomination; provided, however, provided that such individual's election or nomination did not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the board; (5) Company's Board of Directors; or (v) any event which would be described in section 2(j)(1), (2), (3), Section 1(c)(i), (ii), (iii) or (4) (iv) if the term "Bank" were substituted for the term "Company" therein and the term "board "Bank's Board of directors of the Bank" Directors" were substituted for the term "Board" "Company's Board of Directors" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank, Bank or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by any of them. Notwithstanding the foregoing, for For purposes of an Award (1) that provides for this Section 1(c), the payment term "person" shall include the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of deferred compensation that is subject to Code Section 409A or (2) with respect to which the Company permits a deferral election, the definition of Change in Control herein shall be deemed amended to conform to the requirements of Code Section 409A to the extent necessary for the Award and deferral election to comply with Code Section 409A. Exchange Act. View More

Change In Control. The meaning ascribed to such term A "Change in Control" as defined in the Company's 2014 Equity Incentive Plan, as it may be amended from time to time.

Change In Control. The Shall have the meaning ascribed to such term in the Company's 2014 2011 Equity Incentive Plan, as it may be amended from time to time.

Change In Control. For purposes of this Agreement, the term "Change in Control" means: (i) (1) a change in the ownership of the Corporation; (ii) Company or the Bank under paragraph (i) below, or (2) a change in the effective control of the Corporation; Company or (iii) the Bank under paragraph (ii) below, or (3) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 2(b), the term "Corporation" is defined... to include the Bank, the Company or any of their successors, as applicable. (i) A the Bank under paragraph (iii) below: (i)A change in the ownership of a Corporation occurs the Company or the Bank shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation corporation that, together with stock held by such person or group, constitutes more than 50 percent 50% of the total fair market value or total voting power of the stock of such Corporation. (ii) A corporation. (ii)A change in the effective control of the Corporation occurs Company or the Bank shall occur on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) Section 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation Company or the Bank possessing 30 percent 30% or more of the total voting power of the stock of the Corporation, Company or Bank, as applicable; or (B) a majority of the members of the Company's Board of Directors is replaced during any 12-month period by directors Directors whose appointment or election is not endorsed by a majority of the members of the corporation's Board of Directors prior to the date of the appointment or election, provided that this subsection "(B)" sub-section (B) is inapplicable where a majority stockholder shareholder of the Corporation corporation is another corporation. (iii) A 2 (iii)A change in the ownership of a substantial portion of the Corporation's Company's or the Bank's assets occurs shall occur on the date that any one person person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) Section 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation Company or the Bank, as applicable, that have a total gross fair market value equal to or more than 40 percent 40% of the total gross fair market value of (A) all of the assets of the Corporation, Company or (B) Bank, as applicable, immediately prior to such acquisition. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation Section 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance. Notwithstanding anything herein in this subsection to the contrary, a Change in Control shall not be deemed to have occurred either: either (i) upon the conversion of the Bank to stock form (as a stand-alone stock bank or as the subsidiary of a mutual or stock holding company); or (ii) following the conversion of the Bank to a subsidiary of a Bank's mutual holding company, upon the subsequent conversion of company or any mutual future subsidiary holding company to stock form, form or in connection with any reorganization used to effect such a conversion. similar transaction or (ii) any public stock offering by the Bank or the Company or any subsidiary holding company. View More

Change In Control. For purposes of this Agreement, the term "Change in Control" means: (i) Shall mean: (1) a change in the ownership of the Corporation; (ii) Company or the Bank under paragraph (i) below, or (2) a change in the effective control of the Corporation; Company or (iii) the Bank under paragraph (ii) below, or (3) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 2(b), the term "Corporation"... is defined to include the Bank, the Company or any of their successors, as applicable. (i) A the Bank under paragraph (iii) below: (i)A change in the ownership of a Corporation occurs the Company or the Bank shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation corporation that, together with stock held by such person or group, constitutes more than 50 percent 50% of the total fair market value or total voting power of the stock of such Corporation. (ii) A corporation. (ii)A change in the effective control of the Corporation occurs Company or the Bank shall occur on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) Section 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation Company or the Bank possessing 30 percent 30% or more of the total voting power of the stock of the Corporation, Company or Bank, as applicable; or (B) a majority of the members of the Company's Board of Directors is replaced during any 12-month period by directors Directors whose appointment or election is not endorsed by a majority of the members of the corporation's Board of Directors prior to the date of the appointment or election, provided that this subsection "(B)" sub-section (B) is inapplicable where a majority stockholder shareholder of the Corporation corporation is another corporation. (iii) A 2 (iii)A change in the ownership of a substantial portion of the Corporation's Company's or the Bank's assets occurs shall occur on the date that any one person person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) Section 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation Company or the Bank, as applicable, that have a total gross fair market value equal to or more than 40 percent 40% of the total gross fair market value of (A) all of the assets of the Corporation, Company or (B) Bank, as applicable, immediately prior to such acquisition. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation Section 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance. Notwithstanding anything herein in this subsection to the contrary, a Change in Control shall not be deemed to have occurred either: either (i) upon the conversion of the Bank to stock form (as a stand-alone stock bank or as the subsidiary of a mutual or stock holding company); or (ii) following the conversion of the Bank to a subsidiary of a Bank's mutual holding company, upon the subsequent conversion of company or any mutual future subsidiary holding company to stock form, form or in connection with any reorganization used to effect such a conversion. similar transaction or (ii) any public stock offering by the Bank or the Company or any subsidiary holding company. View More

Change In Control. Shall A change in control of the Bank or the Company, as set forth herein. For purposes of this Agreement, a change in control of the Bank or Company shall mean an event of a nature that (i) would be required to be reported in response to Item 5.01 1(a) of a Current Report 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"); Exchange Act), or (ii) results in a direct or indirect acquisition... of change in control of the Company Bank or the Bank, Company within the meaning of the Bank Holding Company Act of 1956 or the Change in Bank Control Home Owners' Loan Act, as amended and Regulation Y of the Board of Governors of the Federal Reserve System applicable rules and regulations promulgated thereunder, thereunder as in effect on at the date hereof; time of the change in control; or (iii) without limitation, limitation such a Change change in Control control shall be deemed to have occurred at such time as (a) (A) any "person" person (as the term is used in Section Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" a beneficial owner (as defined in Rule 13d-3 promulgated under of the Exchange Act), Act) directly or indirectly, of securities or other ownership interests of the Bank, or the Company, Company representing twenty-five percent (25%) 25% or more of the combined voting power of the Company's outstanding securities of the Bank, or the Company, except for any securities purchased by an the Bank's employee stock ownership plan and trust sponsored by the Bank or the Company or (b) trust; (B) individuals who constitute the Board of Directors of the Bank, or of the Company, on the date hereof ("Incumbent Board") (the Incumbent Board) cease for any reason to constitute at least a majority thereof; (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or Company or similar transaction in which the Bank or the Company is not the surviving institution occurs; (D) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the then current Board thereof; of Directors of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the common stock of the Company are exchanged for or converted into cash or property or securities not issued by the Company; or (E) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. For these purposes, Incumbent Board means, in the case of the Company or the Bank, the Board of Directors of the Company or the Bank, respectively, on the date hereof, 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 Board of the Bank, or the Company, on the date hereof, Incumbent Board, or whose nomination for election by the Bank's or Company's shareholders members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (b), be considered as though he were a member of the Incumbent Board or (c) the occurrence of a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company, or a similar transaction in which the Bank or the Company is not the resulting entity. Board. View More

Change In Control. Shall mean an event A Change in Control of a nature that that: (i) would be required to be reported in response to Item 5.01 1(a) of a Current Report 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"); or (ii) results in a direct or indirect acquisition of control Change in Control of the Company Bank or the Bank, Company within the meaning of the Bank Holding Company Act of 1956 or the... Change in In Bank Control Act, Act and Regulation Y of the Board of Governors of Rules and Regulations promulgated by the Federal Reserve System promulgated thereunder, Board, as in effect on the effective date hereof; of this Plan; or (iii) without limitation, limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Section Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as owner"(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities or other ownership interests of the Bank, or the Company, representing twenty-five percent (25%) or more of the combined voting power of the outstanding securities of the Bank, or the Company, except for any securities purchased by an employee stock ownership plan and trust sponsored by the Bank or the Company representing 20% or more of the Bank's or the Company's outstanding securities ordinarily having the right to vote at the election of directors except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by the Company's employee stock benefit plans; or (b) individuals who constitute the Board of Directors of the Bank, or of the Company, on the date hereof ("Incumbent (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board thereof; 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 Board of the Bank, or the Company, on the date hereof, Incumbent Board, or whose nomination for election by the Bank's or Company's shareholders or stockholders was approved by the same nominating committee Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board Board; or (c) the occurrence of a plan of reorganization, a merger, consolidation, sale of all or substantially all the assets of the Bank or the Company, Company or a similar transaction in which the Bank or the Company is not the resulting entity. surviving institution occurs View More

Change In Control. Shall have the The meaning set forth in the Company's 2021 Incentive Award Plan, as such plan may be amended from time to time. time

Change In Control. Shall have the meaning set forth in the Company's 2021 Incentive Award Plan, as may be amended from time to time. time, or any successor equity incentive plan established by the Company.