Change Of Control

Change Of Control. Has the meaning set forth in the Stockholders Stockholder Agreement.

Change Of Control. The Means the occurrence of any of the following events: (i) The sale, exchange, lease or other disposition of all or substantially all of the assets of the Company to a person or group of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act; Act (other than Blum Capital and its affiliates, Freeman Spogli and their affiliates or any group in which the foregoing is a member), that will continue the business of the Company in the future;... (ii) A merger or consolidation involving the Company in which the voting securities of the Company owned by the shareholders of the Company immediately prior to such merger or consolidation do not represent, after conversion if applicable, more than fifty percent (50%) of the total voting power of the surviving controlling entity outstanding immediately after such merger or consolidation; provided that any person who (1) was a beneficial owner (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of the voting securities of the Company immediately prior to such merger or consolidation, and (2) is a beneficial owner of more than 20% of the securities of the Company immediately after such merger or consolidation, shall be excluded from the list of "shareholders of the Company immediately prior to such merger or consolidation" for purposes of the preceding calculation; (iii) Any person or group (other than Blum Capital and its affiliates, Freeman Spogli and their affiliates or any group in which any of the foregoing is a member) is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company (including by way of merger, consolidation or otherwise) and the representatives of Blum Capital and its affiliates, Freeman Spogli and their affiliates or any group in which any of the foregoing is a member, individually or in the aggregate, cease to have the ability to elect a majority of the Board (for the purposes of this clause (iii), a member of a group will not be considered to be the Beneficial Owner of the securities owned by other members of the group); (iv) During any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (together with any new Directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the Directors of the Company then still in office, who were either Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease, by cease for any reason of one or more contested elections for Board membership, to constitute a majority of the Board then in office; or (v) Approval by the shareholders of the Company of a complete A dissolution or liquidation of the Company. In addition, if a Change in Control constitutes a payment event with respect to any Stock Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii) or (iv) with respect to such Stock Award must also constitute a "change in control event," as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A View More

Change Of Control. The occurrence of either of the following events: (i) a third person, including a "group" as any individual, entity or group (as defined in section Section 13(d)(3) of the Act, Act) becomes, or obtains the right to become, the beneficial owner (as defined in Rule 13(d)(3) under the Act) of Company securities having 20% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors to the Board of the Company (other than as a... result of an issuance of securities initiated by the Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute a majority of the Board or of the board of directors of any successor to the Company View More

Change Of Control. (i) for a Grantee who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement provides for a definition of 'Change "Change of Control' Control" therein, 'Change "Change of Control' Control" shall have the same meaning as provided for in such agreement, or (ii) for a Grantee who is not a party to such an agreement, 'Change "Change of Control' Control" shall mean the satisfaction of any one or more of the following conditions (and the 'Change "Change... of Control' Control" shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied): (a) Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, 'Person'), "Person"), other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, 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; (b) The Company's members approve a merger, consolidation or other business combination (a 'Business Combination') "Business Combination") other than a Business Combination in which holders of Common Units of the Company immediately prior to the Business Combination have substantially the same proportionate ownership of the equity of the surviving corporation or other business entity immediately after the Business Combination as immediately before; (c) The Company's members approve either (i) an agreement for the sale or disposition of all or substantially all of the Company's assets to any entity that is not an Affiliate, or (ii) a plan of complete liquidation of the Company; or (d) The persons who were Directors immediately before a tender offer by any Person other than the Company or an Affiliate, or before a merger, consolidation or contested election, or before any combination of such transactions, cease to constitute a majority of the members of the Board as a result of such transaction or transactions View More

Change Of Control. With respect to any entity means Means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the subject entity, the entity's Company shares representing more than fifty percent (50%) of the outstanding voting power of such entity the Company.

Change Of Control. The occurrence of any of the following events: (i) any person (other than those persons in control of Dominion as of the effective date of the Plan, or other than a trustee or other fiduciary holding securities under an employee benefit plan of Dominion or any Dominion Company), person, including a "group" as defined in Section 13(d)(3) of the Act, Act becomes the owner or beneficial owner (as defined in Rule 13d-3 under the Act), directly or indirectly, of Dominion securities having 20% or... more of the combined voting power of the then outstanding Dominion securities that may be cast for the election of Dominion's directors (the "Outstanding Voting Power"), other (other than as a result of an issuance of securities initiated by Dominion, or open market purchases approved by the Dominion Board (as Board, as long as the majority of the Dominion Board approving the purchases is also the majority at the time the purchases are made), made); (ii) as the direct or indirect result of, or in connection with, a Business Combination described in clause (iii) below which does not constitute cash tender or exchange offer, a Change merger or other business combination, a sale of Control thereunder; (ii) assets, a contested election, or any combination of these transactions, the persons who were directors of Dominion as of before the effective date of the Plan (the "Initial Directors"), or whose election to the Board or nomination for election by Dominion's shareholders after the effective date of the Plan was approved by the majority of the Initial Directors then in office, transactions cease to constitute a majority of the Dominion Board, or any successor's board, within any two consecutive-year-period; provided that any director who was not a director of Dominion as years of the effective date last of the Plan but whose election transactions; or (iii) with respect to a particular Participant, an event occurs with respect to the Board or nomination for election by Dominion's shareholders Employer that employs that Participant such that, after the effective date of event, the Plan was approved by the majority of the Initial Directors then in office (including directors who are deemed to be Initial Directors by application of this proviso) shall be deemed Initial Directors for purposes hereof; (iii) consummation of Employer is no longer a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Dominion or any Dominion Company, a sale or other disposition of all or substantially all of the assets of Dominion, or the acquisition of assets or stock of another entity by Dominion or any Dominion Company (each, a "Business Combination"), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the owners or beneficial owners (as defined in Rule 13d-3 under the Act), directly or indirectly, of the Outstanding Voting Power immediately prior to such Business Combination are the owners or beneficial owners (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than fifty percent (50%) of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Voting Power, and (2) a Change of Control is not triggered pursuant to clauses (i) or (ii) above; (iv) A complete liquidation or dissolution of Dominion, in the context of a transaction that does not constitute a Change of Control of Dominion under clause (iii) above View More

Change Of Control. A change in ownership or control The occurrence of the Company effected through any of the following transactions: (a) events: (i) a merger, consolidation or other reorganization approved by the Company's stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who... beneficially owned the Company's outstanding voting securities immediately prior to such transaction, or (b) a transaction; (ii) any stockholder-approved sale, transfer or other disposition of all or substantially all of the Company's assets in liquidation assets; or dissolution of the Company, or (c) (iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to a stock purchase transaction or a tender or exchange offer made directly to the Company's stockholders (except that which the sale by the Company of shares of its capital stock Board recommend such stockholders to investors in bona fide capital raising transactions shall not be deemed to be a Change of Control for this purpose). In no event shall any public offering of the Company's securities be deemed to constitute a Change of Control. accept. View More

Change Of Control. The Means, with respect to (x) the Company or (y) provided that it is an Affiliate of the Company at the relevant time, MGM (each of (x) and (y), a "Referenced Entity"), the first to occur of: (A) the date that a reorganization, merger, consolidation, recapitalization, or similar transaction (other than a spinoff, exchange offer or similar transaction to or with the applicable Referenced Entity's public shareholders) is consummated, unless: (i) at least 50% of the outstanding voting securities... of the surviving or resulting entity (including, without limitation, an entity which as a result of such transaction owns the Company either directly or through one or more subsidiaries) ("Resulting Entity") are beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the outstanding voting securities of the Corporation immediately prior to such transaction in substantially the same proportions as their beneficial ownership, immediately prior to such transaction, of the outstanding voting securities of the Corporation and (ii) immediately following such transaction no person or persons acting as a group beneficially owns capital stock of the Resulting Entity possessing thirty-five percent (35%) or more of the total voting power of the stock of the Resulting Entity; B. (B) the date that a majority of members of the Company's Referenced Entity's Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Referenced Entity's Board before the date of the appointment or election; C. provided that no individual shall be considered to be so endorsed if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Securities Exchange Act of 1934) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Referenced Entity's Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; (C) the date that any one person, or persons acting as a group, acquires (or has or have acquired as of the date of the most recent acquisition by such person or persons) beneficial ownership of stock of the Company Referenced Entity possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; Referenced Entity; or D. (D) the date that any one person acquires, or persons acting as a group acquire (or has or have acquired as of the date of the most recent acquisition by such person or persons), assets from the Company Referenced Entity that have a total gross fair market value equal to or more than 2 forty percent (40%) of the total gross fair market value of all of the assets of the Company Referenced Entity immediately before such acquisition or acquisitions acquisitions. View More

Change Of Control. Any one or more of the following events: (a) the acquisition by any person (as defined under IRC section 409A), or more than one person acting as a group (as defined under IRC section 409A), of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the Company; (b) the acquisition by an person or group, within any 12 month period, of stock of the Company possessing 30 percent or more... of the total voting power of all of the stock of the Company; (c) a majority of the Board then in office is replaced within any period of 12 months or less by directors not nominated and approved by a majority of the directors in office at the beginning of such period (or their successors so nominated and approved); or d) the acquisition by any person, or more than one person acting as a group, within any 12 month period, of assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions acquisitions. This definition of Change of Control under this Section 3.07 shall be interpreted in a manner that is consistent with the definition of "change in control event" under IRC section 409A and the Treasury Regulations promulgated thereunder. Provided, however, the other provisions of this Section 3.07 notwithstanding, the term "Change of Control" shall not mean any merger, consolidation, reorganization, or other transaction in which the Company exchanges or offers to exchange newly-issued or treasury Common Shares representing 20 percent or more, but less than 50 percent, of the outstanding equity securities of the Company entitled to vote for the election of directors, for 51 percent or more of the outstanding equity securities entitled to vote for the election of at least the majority of the directors of a corporation other than the Company or an Affiliate (the "Acquired Corporation"), or for all or substantially all of the assets of the Acquired Corporation. View More

Change Of Control. Any of the following events described in paragraphs (i) through (iii) below. (i) (a) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either the Bank or the Holding Company, if, after the transaction, the acquiring person (or persons) owns, controls or holds with power to vote forty percent (40%) or more than fifty percent (50%) of any class of voting securities of either the Bank or the Holding Company; (ii) Company, as the approval by case may be; (b) within any twelve-month period (beginning on or after the shareholders Effective Date) the persons who were directors of either the Bank or the Holding Company immediately before the beginning of such twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the Effective Date shall be deemed to be an Incumbent Director if that director were elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) relating to the election of directors shall be deemed to be an Incumbent Director; (c) a reorganization, merger or consolidation, with respect to which persons who were the shareholders stockholders of the Bank or the Holding Company Company, as the case may be, immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities; (iii) or (d) the sale, transfer or assignment of all or substantially all of the assets of the Bank or the Holding Company and its subsidiaries to any third party; or (iv) within any twelve-month period, the persons who were directors of the Holding Company immediately before the beginning of such twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of such Board of Directors; provided that any director who was not a director as of the Effective Date shall be deemed to be an Incumbent Director if that director was elected to such Board of Directors by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors shall be deemed to be an Incumbent Director; provided, however, that for the avoidance of doubt, the closing of the Merger will not constitute a Change of Control under this Agreement; provided, further, that any subsequent merger, consolidation or similar business combination of the Bank and State Bank and Trust Company (a "Subsidiary Combination") will not constitute a Change of Control under this Agreement. Notwithstanding anything in this Agreement to the contrary, no such event shall constitute a Change of Control unless such applicable event also qualifies as a change in the ownership or effective control of the Bank or the Holding Company, or in the ownership of a substantial portion of the assets of the Bank or the Holding Company, in each case, within the meaning of Code (as defined below in Section 6 of this Agreement) Section 409A(a)(2)(A)(v) and Treasury Regulations promulgated thereunder. party. View More