Change Of Control

Change Of Control. Means the occurrence of any of the following in one or a series of related transactions: (i) an acquisition after the date hereof by any individual or legal entity or "group" (as described in Rule 13d-5(b)(1) under the Exchange Act) of more than 50% of the Common Stock or the combined voting rights in the Company; (ii) a merger, consolidation, recapitalization or reorganization of the Company, or other similar transaction involving the Company, if following such transaction or series of... transactions, the holders of the Company's securities immediately prior to the first such transaction would not hold more than 50% of the Common Stock or voting rights in the surviving entity or acquirer of such assets; (iii) sale of all or substantially all assets of the Company; (iv) a replacement of more than 50% of the members of the Company's board of directors in a single election of directors that is not approved by those individuals who are members of the board of directors on the date hereof (or other directors previously approved by such individuals) other than pursuant to an actual or threatened proxy contest; or (v) CEO Termination. View More

Change Of Control. The closing of (i) a merger or consolidation in one transaction or a series of related transactions, in which the Company's securities held by the Company's stockholders before the merger or consolidation represent less than 50% of the outstanding voting equity securities of the surviving corporation after the transaction or series of related transactions, (ii) a sale or other transfer of all or substantially all of the Company's assets as a going concern, in one transaction or a series of... related transactions, followed by the distribution to the Company's stockholders of any proceeds remaining after payment of creditors or (iii) a transfer of more than 50% of the Company's outstanding voting equity securities by the Company's stockholders to one or more related persons or entities other than the Company in one transaction or a series of related transactions. Notwithstanding the foregoing provisions of this definition, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. View More

Change Of Control. Shall be deemed to occur upon a sale of all or substantially all of the Company's assets determined on a consolidated basis or a sale of a majority of the Company's outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties.

Change Of Control. (b) A "Change of Control" shall be deemed to have occurred if: (i) the acquisition of ownership, holding or power to vote more than 25% of the Bank's or the Company's voting stock; (ii) the acquisition of the ability to control the election of a majority of the Bank's or the Company's directors; (iii) the acquisition of a controlling influence over the management or policies of the Bank or the Company by any person or by persons acting as a "group" (within the meaning of Section... 13(d) of the Securities Exchange Act of 1934); or (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of the Bank or the Company (the "Existing Board") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, in the case of (i), (ii) and (iii) hereof, ownership or control of the Bank by the Company itself shall not constitute a Change of Control. For purposes of this paragraph only, the term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the Bank's non-employee directors as to whether or not a Change of Control has occurred shall be conclusive and binding. View More

Change Of Control. Means the acquisition by any person, together with any person "acting in concert" with that person (as defined in the City Code on Takeovers and Mergers) of shares carrying more than 50 per cent. of the voting rights at general meetings of the Company; or approval by the shareholders of the Company of a merger or consolidation of the Company with any other company (other than a merger or consolidation which would result in the voting shares of the Company outstanding immediately prior thereto... representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50 per cent. or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); View More

Change Of Control. Means: (1) the acquisition in one or more transactions by any "Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of "Beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding voting securities (the "Voting Securities"), provided that for purposes of... this clause (1) Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person's Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (2) approval by shareholders of the Company of: (a) a merger, reorganization or consolidation involving the Company if the shareholders of the Company immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the company resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such merger, reorganization or consolidation; (b) a complete liquidation or dissolution of the Company; or (c) an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or (3) acceptance by shareholders of the Company of shares in a share exchange if the shareholders of the Company immediately before such share exchange do not or will not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange; or (4) a change in the composition of the Board over a period of twenty four (24) months or less such that a majority of the Board members ceases to be comprised of individuals who either: (a) have been board members continuously since the beginning of such period; or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (a) who were still in office at the time such election or nomination was approved by the Board. View More

Change Of Control. (a) the consolidation, merger or other business combination of the Company with or into another Person (other than (i) a consolidation, merger or other business combination in which holders of the Company's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, a majority of the combined voting power of the surviving entity or entities entitled to vote generally for the election of a majority of the members of the board of directors (or... their equivalent if other than a corporation) of such entity or entities, or (ii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company); (b) the sale or transfer of all or substantially all of the Company's assets (including, for the avoidance of doubt, the sale of all or substantially all of the assets of its subsidiaries in the aggregate); (c) the consummation of a purchase, tender or exchange offer made to and accepted by the holders of more than eighty percent (80%) of the outstanding shares of common stock, par value $0.01, of the Company (the "Common Stock"); (d) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (as amended, the "1934 Act") of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of eighty percent (80%) or more of the outstanding shares of Common Stock or of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; or (e) any change in the composition of the Board of Directors of the Company (the "Board") such that the individuals who, as of the date of this Note, constituted the Board of the Company (such Board of the Company being hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, that any individual who becomes a member of the Board whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that none of the foregoing shall apply to a transaction that would result in an "ownership change" as that term in defined in Section 382 of the U.S. Internal Revenue Code. View More

Change Of Control. (i) a change in control of the direction and administration of Bancorp's business of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule or regulation) promulgated under the Exchange Act, whether or not Bancorp is then subject to such reporting requirements; (ii) any person (as such term is used in Sections 14(d) and 14(d)(2) of the Exchange Act but excluding any employee benefit plan of Bancorp or the Bank), other... than (x) Angelo De Caro and his family members or family trusts, or (y) any trustee or other fiduciary holding securities under an employee benefit plan of Bancorp or the Bank, by merger or otherwise, is or becomes the 'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bancorp representing 25% or more of the combined voting power of Bancorp's outstanding securities then entitled ordinarily (and apart from rights accruing under special circumstances) to vote for the election of directors; (iii) the Bancorp shall complete a sale of all or substantially all of the assets of Bancorp; (iv) the Bank shall complete a sale of all or substantially all of the assets of Bank; (v) the Board of Directors of Bancorp shall approve any merger, consolidation or like business combination or reorganization of Bancorp, the consummation of which results in the occurrence of any event described in clause (ii) above; (vi) the Board of Directors of Bank shall approve any merger, consolidation or like business combination or reorganization of Bank, the consummation of which results in someone other than Bancorp owning the Bank or its successor; (vii) the Board of Directors of Bancorp determines that any person (as such term is used in Sections 14(d) and 14(d)(2) of the Exchange Act but excluding any employee benefit plan of Bancorp), other than Angelo De Caro and his family members or family trusts, directly or indirectly exercises a controlling influence over the management or policies of Bancorp; or (viii) the Board of Directors of Bank determines that any person (as such term is used in Sections 14(d) and 14(d)(2) of the Exchange Act but excluding any employee benefit plan of Bank), other than Bancorp or Angelo De Caro and his family members or family trusts, directly or indirectly exercises a controlling influence over the management or policies of Bank; PROVIDED, HOWEVER, that (i) the filing of a Form 13D or G by any person or (ii) any event mandated or directed by a regulatory body having jurisdiction over Bancorp's or Bank's operations, shall not of itself be deemed a Change of Control. View More

Change Of Control. (i) Any person (as such term is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; provided however, that with respect to Global Strategic Partners, LLC, a Delaware limited... liability company, and its Affiliates (as defined in the Exchange Act), such number shall be sixty percent (60%) on a fully diluted basis; or (ii) The consummation of the sale or disposition by the Company of all or substantially all the Company's assets; or (iii) The consummation of a merger or consolidation of the Company with (i) Global Strategic Partners, LLC or its affiliates (as defined in the Exchange Act); provided, however, that such merger or consolidation results in the ownership by Global Strategic Partners, LLC of at least sixty percent (60%) or more of the total voting power represented by the Company's then outstanding voting securities, or (ii) any other corporation or entity, excluding a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation. View More

Change Of Control. A merger or consolidation of the Company with or into any other corporation or business entity pursuant to which the Company is not the surviving entity and as a result of which the holders of the Company's outstanding voting securities as constituted immediately prior to the merger or consolidation hold less than fifty percent (50%) of the outstanding voting securities of the surviving entity immediately after such merger or consolidation