Change Of Control

Change Of Control. Shall have the meaning provided in the Special Severance Program for Officers.

Change Of Control. Means that point in time which a person, entity or group (as such terms are defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) other than (a) the Company or its subsidiaries, or (b) Zapata Corporation (which as of the date of this Agreement currently owns approximately 58% of the Company's outstanding common stock) or Zapata Corporation affilates, directly or indirectly acquires beneficial ownership (as defined in Section 13(d) of the Securities Exchange Act) of... thirty percent (30%) or more of the then outstanding shares of common stock of the Company as a result of such acquisition (provided, however, that such Change of Control does not occur solely as a result of a reduction in the number of shares of Company common stock outstanding due to a repurchase of Company common stock by the Company or its subsidiaries). For purposes of this Agreement, the Change of Control will be deemed to occur on the effective date on which such person or entity acquires beneficial ownership of at least one share greater than thirty percent (30%) of the then outstanding common stock. View More

Change Of Control. The existence, occurrence, public announcement or entering into an agreement contemplating of any of the following: (a) the sale, conveyance or disposition of all or substantially all of the assets of the Company to any Person, (b) the sale, conveyance or disposition of all or substantially all of the assets of any Company Subsidiary to a Person other than the Company or another Company Subsidiary that is a party to the Security Documents; (c) the effectuation of a transaction or series of... transactions in which more than fifty percent (50%) of the equity or voting power of the Company is disposed of; (d) the effectuation of a transaction or series of transactions in which any of the equity or voting power of any Company Subsidiary is disposed to a Person other than the Company or another Company Subsidiary that is a party to the Security Documents; (e) the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; (f) the consolidation, merger or other business combination of any Company Subsidiary with or into any other entity other than the Company or another Company Subsidiary that is a party to the Security Documents; (g) a transaction or series of transactions in which any Person or group (other than pursuant to an agreement between current affiliates of the Company) acquires more than fifty percent (50%) of the equity or voting power of the Company; (h) a transaction or series of transactions in which any Person or group (other than the Company or a Company Subsidiary that is a party to the Security Documents) acquires any of the voting equity of a Company Subsidiary; and (i) the Continuing Directors do not at any time constitute at least a majority of the Board of Directors of the Company; provided that for purposes of clarity, any migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company shall not constitute a Change of Control. View More

Change Of Control. (1) the acceptance of a take-over offer by shareholders representing thirty-five percent (35%) of the issued and outstanding Common Shares; (b) the acquisition by any company(ies) or individual(s) of more than thirty-five percent (35%) of the issued and outstanding Common Shares; (c) the acquisition by any company(ies) or individual(s) of less than thirty-five percent (35%) of the issued and outstanding Common Shares which nevertheless results in the ability of such company(ies) or... individual(s) to elect a majority of the directors of the Corporation or affect management of the Corporation; (d) the merger, consolidation or amalgamation of the Corporation with another entity; or (e) the sale of all or substantially all of the assets of the Corporation. View More

Change Of Control. Means: a Change in Control Event within the meaning of Treasury Regulation 1.409A-3(i)(5) and described in items 1-3 below or any combination thereof as permitted in the Treasury Regulations with respect to the Company. (1) A change in ownership that occurs when one person or a group (as determined for the purposes of Code Section 409A) acquires stock that, combined with stock previously owned controls more than 50% of the value or voting power of the stock of the Company (incremental increases... in ownership by a person or group that already owns fifty percent (50%) of the Company do not result in a change in ownership); (2) A change in effective control that occurs on the date that, during any 12-month period, either (x) any person or group acquires stock possessing more than 50% of the voting power of the Company, or (y) the majority of the board of directors of the Company is replaced by persons whose appointment or election is not endorsed by a majority of the board of directors of the Company prior to the date of the appointment or election; or (3) A change in ownership of a substantial portion of the assets that occurs on the date that a person or a group acquires, during any 12-month period, assets of the Company having a total gross fair market value equal to more than 50% of the total gross fair market value of all of the Company's assets; provided, however, that there is no change in control event under this subsection when there is a transfer to: (w) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (x) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the asset transfer; (y) a person, or more than one person acting as a group, that owns immediately after the asset transfer, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or (z) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in item (y) within the meaning of Code Section 409A. For the purposes of this paragraph (3) gross fair market value shall have the meaning as provided in Code Section 409A. View More

Change Of Control. Means any event or transaction or series of events or transactions pursuant to which any Person or "group" (as defined in Section 13(d)(3) of the Exchange Act), and the rules thereunder) other than any Permitted Holder and its Affiliates, acquires beneficial ownership of more than 25% of the outstanding voting securities of the Company; any Person or "group" (as defined in Section 13(d)(3) of the Exchange Act and the rules thereunder) other than any Permitted Holder and its Affiliates, acquires... beneficial ownership of more than 25% of the outstanding voting securities of the Bank; the execution by the Company or the Bank of one or more agreements to sell all or substantially all of its assets. View More

Change Of Control. Shall have the meaning provided in the Plan, except that for purposes of clauses (a) and (b) of such definition, "fifty percent (50%) or more" shall be substituted for "thirty percent (30%) or more" each place it appears in clauses (a) and (b) of such definition.

Change Of Control. Defined. "Change of Control" shall mean the occurrence of any one or more of the following events: (i) An acquisition (whether directly from the Corporation or otherwise) of any voting securities of the Corporation (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934, as amended (the "1934 Act")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3... promulgated under the 1934 Act) of fifty percent (50 %) or more of the combined voting power of the Corporation's then outstanding Voting Securities. (ii) The individuals who, as of the Commencement Date, are members of the Board (the "Incumbent Board"). Cease for any reason to constitute at least fifty-one percent (51%) of the board: or (iii) Approval by the Board and, if required, stockholders of the Corporation of, or execution by the Corporation of any agreement with respect to, or the consummation of (it being understood that the mere execution of a term sheet, memorandum of understanding or other non-binding document shall not constitute a Change of Control): (A) A merger, consolidation or reorganization involving the Corporation, where either or both of the events described in Section 7(c)(i) or 7(c)(ii) would be the result; (B) A liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, the Corporation; or (C) An agreement for the sale or other disposition of all or substantially all of the assets of the Corporation to any Person (other than a transfer to a subsidiary of the Corporation). Notwithstanding anything contained in this Agreement to the contrary, if HAUSMAN' employment is terminated prior to a Change in Control and HAUSMAN reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control (a "Third Party") or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then for all purposes of this Agreement, the date of a Change in Control with respect to HAUSMAN shall mean the date immediately prior to the date of such termination of HAUSMAN' employment. View More

Change Of Control. (a) A "Change of Control" of the Company shall mean: (i) the sale, lease, exchange or other transfer of substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a person or entity that is not controlled, directly or indirectly, by the Company; or (ii) a merger or consolidation to which the Company is a party if the shareholders of the Company immediately prior to the effective date of such merger or consolidation do not have "beneficial... ownership" (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation of more than 50% of the combined voting power of the surviving corporation's outstanding securities ordinarily having the right to vote at elections of directors; or (iii) a change of control of the Company of a nature that would be required to be reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or not the Company is then subject to such reporting requirements, including, without limitation, such time as (1) any person, who, on the date of this Agreement, did not beneficially own at least 10% of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act), directly or indirectly of 50% or more of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors, or (2) individuals who constitute the Board on the date of this Agreement cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors comprising the Board will, for purposes of this clause (2), be considered as though such persons were members of the Board of Directors on the date of this Agreement. View More

Change Of Control. Any event occurs the result of which is that any "Person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than one or more Permitted Holders or their Related Parties, becomes the beneficial owner, as defined in Rules l3d-3 and l3d-5 under the Exchange Act (except that a Person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire within one year) directly or indirectly, of more than 50% of the Voting Stock of the... Company or any successor company thereto, including, without limitation, through a merger or consolidation or purchase of Voting Stock of the Company; provided that none of the Permitted Holders or their Related Parties have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board; provided further that the transfer of 100% of the Voting Stock of the Company to a Person that has an ownership structure identical to that of the Company prior to such transfer, such that the Company becomes a wholly owned Subsidiary of such Person, shall not be treated as a Change of Control; View More