Potential Change In Control

Potential Change In Control. Shall be deemed to have occurred if (i) the Company enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control; (ii) any Person or the Company publicly announces an intention to take or consider taking actions which if consummated would constitute a Change in Control; (iii) any Person who becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5% or more of the combined voting power of the... Company's then outstanding securities entitled to vote generally in the election of directors increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such Person on the date hereof; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. Shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

Potential Change In Control. (b) A "Potential Change in Control" shall be deemed to have occurred if: (i) Bank or any Controlling Person enters into a letter of intent, memorandum of understanding, or definitive agreement providing for, or publicly announces that it is considering, one or more transactions, the consummation of which would result in the occurrence of a Change in Control; (ii) any Person (including Bank) publicly announces an... intention to take or to consider taking actions which if consummated would constitute a Change in Control; or 2 (iii) the Board of Directors of Bank, by vote of two-thirds (2/3) of all the Directors (excluding Executive if Executive is a Director) adopts a resolution to the effect that a "Potential Change in Control" has occurred for purposes of this Agreement. View More

Potential Change In Control. A state of affairs that shall be deemed to exist if: (a) The Corporation enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control; (b) Any Person (including the Corporation) announces publicly an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control; (c) Any Person who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing ten... percent (10%) or more of the combined voting power of the Corporation's then-outstanding voting securities, increases his or her beneficial ownership of such securities by five percent (5%) or more over the percentage owned by such person on the date of this Agreement (provided, however, that the issuance and exercise of any warrants, options or convertible securities held by the Corporation's senior lender or The 1818 Mezzanine Fund II, L.P., or their successors, assigns or affiliates shall not be deemed a Potential Change of Control); or (d) The Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. View More

Potential Change In Control. (A) the Company enters into an agreement, the approval of which by the shareholders would result in the occurrence of a Change in Control of the Company; (B) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company; or (C) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control of the Company has occurred.

Potential Change In Control. Means that after the date of this Agreement any of the following shall occur: (i) any person or entity publicly announces an intention to take or to consider taking actions which, if consummated, might result in a Change in Control or (ii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

Potential Change In Control. Shall be deemed to have occurred if (i) any Person shall have announced publicly an intention to take actions to effect a Change in Control, or commenced any action that, if successful, would reasonably be expected to result in the occurrence of a Change in Control; (ii) the General Partner enters into an agreement or arrangement on behalf of itself or the Partnership, the consummation of which would result in the occurrence of a Change in Control; or (iii) any other event occurs that the Board... declares to be a Potential Change of Control. View More

Potential Change In Control. Means that any of the following has occurred during the term of this Agreement, excluding any event that is Management Action: (1) Agreement Signed. The Company enters into an agreement that will result in a Change in Control. (2) Notice of Intent to Seek Change in Control. The Company or any Person publicly announces an intention to take or to consider taking actions that will result in a Change in Control. (3) Board Declaration. With respect to this Agreement, the Board adopts a resolution... declaring that a Potential Change in Control has occurred. View More

Potential Change In Control. To have occurred if the conditions or events set forth in any one of the following paragraphs shall have been satisfied or shall have occurred

Potential Change In Control. Shall be deemed to have occurred if the conditions or events set forth in any one of the following paragraphs shall have been satisfied or shall have occurred: (I) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (II) the Company or any Person publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (III) the Board adopts a resolution to the effect that,... for purposes of this Agreement, a Potential Change in Control has occurred; (IV) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors. Notwithstanding the foregoing, a "Potential Change of Control" shall not be deemed to occur if (i) a Person acquired such beneficial ownership of 5% or more of the Company's outstanding common shares but less than 20% and such Person has reported or is required to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report); (ii) a Person acquired such beneficial ownership of 5% or more of the Company's outstanding common shares and such Person has reported or is required to report such ownership under Schedule 13D under the Exchange Act (or any comparable or successor report), which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the common shares) and, within 10 business days of being requested by the Company to advise it regarding the same, certifies to the Company that such Person acquired common shares amounting to 5% or more of the Company's outstanding common shares inadvertently and who or which, together with all Affiliates thereof, thereafter does not acquire additional common shares while the Beneficial Owner, as such term is defined in or used by Regulation 13D-G as promulgated under the Exchange Act, of 5% or more of the common shares then outstanding; provided, however, that if the Person requested to so certify fails to do so within 10 business days, then a Potential Change of Control shall be deemed to have occurred immediately after such 10-Business-Day period; or (iii) any Person who becomes the Beneficial Owner of 5% or more of the common shares then outstanding due to the repurchase of common shares by the Company unless and until such Person, after becoming aware that such Person has become the Beneficial Owner of 5% or more of the common shares then outstanding, acquires beneficial ownership of additional common shares representing 1% or more of the common shares then outstanding. View More