Change Of Control

Change Of Control. One of the following: (1) a majority of the directors of the Company shall be persons other than persons (i) for whose election proxies shall have been solicited by the Board, or (ii) who are then serving as directors appointed by the Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly created directorships; (2) 35% or more of (1) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in... the election of directors ("Outstanding Company Voting Securities") or (2) the then outstanding Shares of Stock ("Outstanding Company Common Stock") is acquired or beneficially owned (as defined in Rule 13d-3 under the Exchange Act, or any successor rule thereto) by any individual, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act), provided, however, that the following acquisitions and beneficial ownership shall not constitute Changes of Control pursuant to this Section 2(f)(2): (i) any acquisition or beneficial ownership by the Company or a subsidiary of the Company, or (ii) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries, or (iii) any acquisition or beneficial ownership by a parent entity of the Company (after giving effect to the merger) or its wholly-owned subsidiaries, as long as they shall remain wholly-owned subsidiaries, directly or indirectly of 100% of the Outstanding Company Voting Securities as a result of a merger or that complies with Section 2(f)(3)(i)(A), (B) and (C) or the exception in Section 2(f)(3)(ii) in all respects; (3) the Company consummates (i) a merger of the Company with or into another entity, other than a merger in which: (A) the persons who were the beneficial owners, respectively, of the Outstanding Company Voting Securities and Outstanding Company Common Stock immediately prior to such merger beneficially own, directly or indirectly, immediately after the merger, more than 50% of, respectively, the then outstanding common stock and the then outstanding voting power of the voting securities (or comparable equity interests) of the surviving entity in the merger or its direct or indirect parent entity in substantially the same proportions (except for those exercising statutory dissenters' rights) as their ownership of the Outstanding Company Voting Securities and Outstanding Company Common Stock immediately prior to the merger, (B) if voting securities of the direct or indirect parent entity of the Company (after giving effect to the merger) are exchanged for Outstanding Company Voting Securities in the merger, all holders of any class or series of Outstanding Company Voting Securities immediately prior to the merger have the right to receive substantially the same per share consideration in exchange for their Outstanding Company Voting Securities as all other holders of such class or series (except for those exercising statutory dissenters' rights), and (C) no individual, entity or group (other than a direct or indirect, parent entity that, after giving effect to the merger, directly or indirectly through one or more wholly owned subsidiaries, beneficially owns 100% of the outstanding voting securities of the entity resulting from the merger) beneficially owns, directly or indirectly, immediately after the merger, 35% or more of the voting power of the outstanding voting securities or the outstanding common stock of the entity (or comparable equity interests) resulting from the merger, or (ii) a sale or other disposition of all or substantially all of the assets of the Company (in one transaction or a series of transactions); or (4) the stockholders of the Company approve a definitive agreement or plan to liquidate or dissolve the Company. Notwithstanding anything herein stated, no Change of Control shall be deemed to occur unless it would be deemed to constitute a change in ownership or effective control, or a change in the ownership of a substantial portion of the assets, of a business under Section 409A View More

Change Of Control. The occurrence during the term of the Plan of: (a) an acquisition (other than directly from the Company) of Common Shares, Class A Preferred Shares or other voting equity interests of the Company ('Voting Securities') by any Person or Persons, other than the Company, any Member of the Company as of the Effective Date (as defined below) of this Agreement, a Subsidiary or any of their affiliates, immediately after which such Person or Persons directly or indirectly owns fifty percent (50%) or... more of the combined voting power of the Company's then outstanding Units; provided, however, that in determining whether a Change of Control has occurred, Shares which are acquired in a 'Non-Control Acquisition' (as hereinafter defined) shall not constitute an acquisition that would cause a Change of Control. A 'Non-Control Acquisition' shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation, partnership or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company, or a Subsidiary, (ii) the Company or one or more Subsidiaries, or (iii) any Person in connection with a 'Non-Control Transaction' (as hereinafter defined); (b) the consummation of a merger, consolidation or business combination (a 'Transaction') involving the Company, unless (x) holders of equity interests in the Company, or their affiliates, immediately before such Transaction own, directly or indirectly immediately following such Transaction, at least fifty-one percent (51%) of the combined voting power of the outstanding equity interests of the entity resulting from such Transaction (the 'Surviving Entity'); (c) a complete liquidation or dissolution of the Company; or (d) the sale or other disposition of more than fifty percent (50%) of the net assets of the Company to any Person or Persons (other than a transfer to a Subsidiary or to one or more Persons who are Members of the Company or their affiliates as of the Effective Date of this Agreement). A transaction described in clause (x) of subsection (b) hereof shall be referred to as a 'Non-Control Transaction.' Notwithstanding the foregoing, none of the events described in clauses (a), (b), (c) or (d) above shall constitute a Change of Control if, after giving effect thereto, the Company's principal business is conducted through an entity, the voting control of which is held, directly or indirectly, by Persons (or their affiliates) that, directly or indirectly, collectively held voting control of the Company immediately prior to such event. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person or Persons (other than a Subsidiary or one or more Persons who are Members of the Company as of the Effective Date of this Agreement) (the 'Subject Person(s)') acquired direct or indirect ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of Common Shares or Class A Preferred Shares directly or indirectly owned by the Subject Person(s), provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such acquisition by the Company, the Subject Person(s) becomes the direct or indirect owner(s) of any additional Voting Securities that increases the percentage of the then outstanding Voting Securities indirectly or directly owned by the Subject Person(s), then a Change of Control shall occur. View More

Change Of Control. Shall mean the occurrence of one or more of the following events: 6.2.1. One person or entity acquiring or otherwise becoming the owner of twenty-five percent (25%) or more of CBSI's outstanding common stock; 6.2.2. Replacement of incumbent directors or election of newly-elected directors constituting a majority of the Board of CBSI where such replacement or election has not been supported by the Board; or 6.2.3. Dissolution, or sale of fifty percent (50%) or more in value of the assets, of... either CBSI or the Bank. View More

Change Of Control. Shall mean any of the following events: (a) A corporation, person or group acting in concert, as described in Section 14(d)(2) of the Exchange Act, holds or acquires beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of a number of preferred or common shares of Cigna having 25% or more of the combined voting power of Cigna's then outstanding securities; (b) There is consummated a merger or consolidation of Cigna or any direct or indirect subsidiary of Cigna... with any other corporation, other than: (i) a merger or consolidation immediately following which the individuals who constituted the Board immediately prior thereto constitute at least a majority of the board of directors of the entity surviving such merger or consolidation or the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of Cigna (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Cigna (not including in the securities Beneficially Owned by such Person any securities acquired directly from Cigna or its Affiliates) representing 25% or more of the combined voting power of Cigna's then outstanding securities; (c) A change occurs in the composition of the Board at any time during any consecutive 24-month period such that the Continuity Directors cease for any reason to constitute a majority of the Board. For purposes of the preceding sentence, Continuity Directors shall mean those members of the Board who either: (i) were directors at the beginning of such consecutive 24-month period or (ii) were elected by, or on nomination or recommendation of, at least a majority of the Board (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Cigna); or (d) The shareholders of Cigna approve a plan of complete liquidation or dissolution of Cigna or there is consummated an agreement for the sale or disposition by Cigna of all or substantially all of Cigna's assets, other than a sale or disposition by Cigna of all or substantially all of Cigna's assets immediately following which the individuals who constituted the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of Cigna immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity that owns all or substantially all of the assets of Cigna immediately following such transaction or series of transactions. View More

Change Of Control. (i) an event or series of events by which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding the Company, its subsidiaries, any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (any such person or group, an "Acquiror" ) files a Schedule TO or any schedule, form or report under the Exchange... Act disclosing that, or the Issuer otherwise becomes aware that, such person or group has become the direct or indirect ultimate "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of 50% or more of the equity securities of the Issuer entitled to vote for members of the board of directors or equivalent governing body of the Issuer ("Issuer Voting Securities") on a fully diluted basis (a "Control Interest"); (ii) all or substantially all of the assets of the Issuer (on a consolidated basis) are sold or otherwise transferred to any person in one transaction or a series of related transactions in which, immediately after the consummation thereof, the holders of the majority of the Issuer Voting Securities prior to such transaction to not represent a majority of the Issuer Voting Securities or of the equity interests of the surviving or transferee person; or (iii) the Issuer shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Issuer. View More

Change Of Control. The occurrence of any of the following: (i) any "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act), excluding for this purpose, (A) the Company or any subsidiary of the Company or (B) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of the Company, is or becomes the... "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities; (ii) consummation of a reorganization, merger or consolidation of the Company, in each case, unless, following such transaction, all or substantially all the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the company resulting from such transaction (including, without limitation, a company that, as a result of such transaction, owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such transaction of the outstanding voting securities of the Company; (iii) any sale or disposition by the Company, in one transaction or a series of related transactions, of all or substantially all the Company's assets; (iv) a "Board Change" which, for purposes of this Agreement, shall have occurred if a majority of the seats on the Board are occupied by individuals who were neither (A) nominated by a majority of the Incumbent Directors nor (B) appointed by directors so nominated ("Incumbent Director" means a member of the Board who has been either (1) nominated by a majority of the directors of the Company then in office or (2) appointed by directors so nominated, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board); or (v) an approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. View More

Change Of Control. The occurrence of any of the following events: (i) a Bank Holding Company Act Control Acquisition, (ii) a Twenty Percent Stock Acquisition, (iii) an Unusual Board Change, or (iv) a Securities Law Change of Control, unless, in the case of an event specified in item (i), (ii) or (iii), a majority of the Continuing Directors shall determine, not later than 10 days after the Corporation knows or can reasonably be expected to know of the event, that the event shall not constitute a Change of Control... for purposes of this Plan. A majority of the Continuing Directors may at any time prior to the expiration of such 10-day period (or prior to the expiration of any extension of such period pursuant to this sentence) extend such period or impose such time and other limitations on their determination as they may consider appropriate, and at any time may revoke their determination made in accordance with the preceding sentence that an event did not constitute a Change of Control for purposes of this Plan. A determination by a majority of the Continuing Directors that an event did not constitute a Change of Control under item (i), (ii) or (iii) shall not be deemed to apply to any other event, however closely related. View More

Change Of Control. Shall mean, other than, for the avoidance of doubt, the Transaction (as defined in the Consulting Agreement), (A) the acquisition by any person or group (within the meaning given in Sections 13(d)(3) and 14(d)(2) of Securities Exchange Act or 1934, as amended the "Exchange Act") of beneficial ownership (within the meaning of the Exchange Act) of two-thirds or more (on a fully diluted basis) of (x) 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 or settlement of any similar right to acquire such Common Stock or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Bancorp Voting Securities"), in each case other than (I) any acquisition by the Company or any of its affiliates, (II) any acquisition directly from the Company, (III) any acquisition by any employee benefit plan sponsored or maintained by the Company or any affiliate or (IV) any acquisition by any person that complies with clauses (I), (II) and (III) of subsection (B) of this paragraph; or (B) the consummation of a merger, consolidation, statutory share exchange, a sale or other disposition of all or substantially all of the assets of the Company or similar form of corporate transaction involving the Company that requires the approval of the Company's stockholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), in each case, unless immediately following such Business Combination, (I) more than two-thirds of the total voting power of the entity resulting from such Business Combination (the "Surviving Company") or the parent corporation that directly or indirectly has beneficial ownership of sufficient voting securities that has beneficial ownership of sufficient voting securities eligible elect a majority of the directors of the Surviving Company (the "Parent Company") is represented by Outstanding Bancorp Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Bancorp Voting Securities were converted pursuant to such Business Combination) and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Bancorp Voting Securities among the holders thereof immediately prior to the Business Combination, (II) no person (other than any employee benefit plan sponsored or maintained by the Surviving Company), is or becomes the beneficial owner, directly or indirectly, of two-thirds or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Company (or, if there is no Parent Company, the Surviving Company) and (III) at least two-thirds of the members of the board of directors of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were members of the board of directors of the Company at the time of the at the time of the board's approval of the execution of the initial agreement providing for such business combination. View More

Change Of Control. With respect to a party, the occurrence of any of the following events: (a) any consolidation or merger of such party with or into any other entity in which the holders of such party's outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving entity or stock representing a majority of the voting power of an entity that wholly owns, directly or indirectly,... the surviving entity; (b) the sale, transfer or assignment of securities of such party representing a majority of the voting power of all of such party's outstanding voting securities to an acquiring party or group; or (c) the sale of all or substantially all of such party's assets View More

Change Of Control. The occurrence of any of the following events, in one or a series of related transactions