Change In Control

Change In Control. The first to occur, that is not a Special Change in Control, of: (i) Any "person" (for all purposes under the Plan, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")), other than (1) a trustee or other fiduciary holding securities under an employee benefit plan of the Bank or a subsidiary, or (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their... ownership of stock of the Company, is or becomes the "beneficial owner" (for all purposes under the Plan, as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of both (x) the total voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors (the "Voting Stock") and (y) the fair market value of the outstanding shares of capital stock of the Company ("Economic Stock"); (ii) Consummation of a reorganization, merger or consolidation, the sale or other disposition of all or substantially all of the assets of the Company (in each such case, a "Business Combination"), unless all or substantially all of the individuals and entities who were the beneficial owners, respectively, of both the Voting Stock and the Economic Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of either (x) the total voting power represented by the voting securities entitled to vote generally in the election of directors of the corporation resulting from the Business Combination or (y) the total fair market value represented by all the voting and nonvoting equity securities of the corporation resulting from the Business Combination (in each such case including, without limitation, an entity which as a result of the Business Combination owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to the Business Combination, of the Voting Stock and Economic Stock (combined) of the Company; or (iii) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company. The Board shall have the final authority to construe and interpret the provisions of the foregoing paragraphs (i), (ii), and (iii) and to determine whether, and the exact date on which, a "Change in Control" has been deemed to have occurred thereunder. View More

Change In Control. Shall have the meaning set forth, as of the date hereof, in the Company's Management Equity Incentive Plan.

Change In Control. The occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions (including any merger or consolidation or whether by operation of law or otherwise), of all or substantially all of the properties or assets of the Company and its subsidiaries, to a third party purchaser (or group of affiliated third party purchasers) or (ii) the consummation of any transaction (including any merger or... consolidation or whether by operation of law or otherwise), the result of which is that a third party purchaser (or group of affiliated third party purchasers) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the then outstanding shares of common stock or of the surviving entity of any such merger or consolidation. View More

Change In Control. Means any transaction or series of transactions pursuant to which any person(s) or entity(ies) (acting together as a group) other than TB and its Affiliates in the aggregate acquire(s) (i) capital stock of the Company possessing over 50% of the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) or the power to elect a majority of the Company's Board of Directors (whether by merger, consolidation, reorganization, combination, sale or... transfer of the Company's capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) over 50% of the Company's assets determined on a consolidated basis. View More

Change In Control. Shall mean any transaction or series of related transactions the consummation of which results in Executive (or Executive's Immediate Family) holding or having a beneficial interest in shares of the Company's capital stock having less than fifty percent (50%) of the voting power of the Company's outstanding capital stock; provided that any such transaction is a bona fide transaction between the Company and a third party (or parties) unrelated to the Executive, as determined by the Board in good... faith. For purposes of this Agreement, "Immediate Family" shall mean any person, trust, or estate who qualifies as a "Permitted Class B Transferee" as set forth in the Company's Articles of Incorporation. View More

Change In Control. Shall have the same meaning as set forth in the Company's 2017 Long-Term Incentive Plan, dated effective as of June 7, 2017 (or any successor to that plan).

Change In Control. Either of the following events: (A) During any twelve (12) month period, any person or group (as defined in Treas. Reg. §1.409A-3(i)(5)(v)(B)) that is not affiliated with the Corporation, acquires thirty percent (30%) or more of the total gross fair market value of the Corporation's assets; or (B) Any person or group (as defined in Treas. Reg. §1.409A-3(i)(5)(v)(B)) that is not affiliated with the Corporation, acquires ownership of stock of the Corporation that, together with stock held by such... person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Corporation. Notwithstanding the foregoing, the consummation of the transactions contemplated by the Stock Purchase Agreement dated as of March 11, 2015, by and among the Company, Penelope Mining LLC, and Minera del Norte S.A. de C.V., (as amended from time to time) (the "Purchase Agreement"), or the performance by the Company of its obligations under the Purchase Agreement, shall not constitute a Change in Control for purposes of this Plan or any individual Award Agreement evidencing an award pursuant to this Plan. This definition of "Change in Control" shall be determined and administered in accordance with Code § 409A and regulations promulgated thereunder View More

Change In Control. The meaning given such term in the Company's 2010 Long-Term Stock Incentive Plan, or any successor plan, each as may be amended from time to time.

Change In Control. Deemed to occur upon the earliest to occur after the later of the date of this Agreement or the consummation of the Company's initial public offering of any of the following events:

Change In Control. (i) any Person or group (within the meaning of Rule 13d-3 of the SEC under the 1934 Act, as then in effect) acquires shares representing more than 50% of the aggregate ordinary Voting Power represented by the issued and outstanding capital stock of the Borrower; (ii) the Borrower fails to own and control, directly or indirectly, 100% of the Equity Interests of each Subsidiary Guarantor (or, in the case of any Subsidiary that is a non-wholly owned Subsidiary as of the Closing Date, not less than... the percentage of the Equity Interests of such Subsidiary owned and controlled, directly or indirectly, by the Borrower as of the Closing Date), except pursuant to a transaction not otherwise prohibited by this Agreement or (iii) the occurrence of a change in control, or other similar provision, under or with respect to any Material Indebtedness Agreement. View More