Special Change in Control

Special Change in Control. The first to occur of: (i) Any person, other than (1) a trustee or other fiduciary holding securities under an employee benefit plan of the Bank or a subsidiary, or (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of both the total Voting Stock and the Economic... Stock; or (ii) A Business Combination of the Company, unless all or substantially all of the individuals and entities who were the beneficial owners, respectively, of both the Voting Stock and the Economic Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of either (x) the total voting power represented by the voting securities entitled to vote generally in the election of directors of the corporation resulting from the Business Combination or (y) the total fair market value represented by all the voting and nonvoting equity securities of the corporation resulting from the Business Combination (in each such case including, without limitation, an entity which as a result of the Business Combination owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to the Business Combination, of the Voting Stock and Economic Stock (combined) of the Company; and, in the case of either event under the foregoing subparagraphs (i) or (ii): (A) the beneficial owners of at least 25% of the Voting Stock and the Economic Stock, in the aggregate, held by the beneficial owners holding all of the Voting Stock and the Economic Stock on June 28, 2013 receive in such transaction either cash or securities that are publicly traded on a securities exchange (and not restricted for more than 30 days other than pursuant to applicable law or regulation); or (B) such transaction satisfies subparagraph (i) or (ii) by substituting "70%" each place where "50%" appears. 3 The Board shall have final authority to construe and interpret the provisions of the foregoing paragraphs (i) and (ii), together with subparagraphs (A) and (B), and to determine whether, and the exact date on which, a "Special Change in Control" has been deemed to have occurred thereunder. View More