Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to: (i) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; or (ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or (iii) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or (iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations. There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.
Appears in 7 contracts
Sources: Change in Control Agreement (C & F Financial Corp), Change in Control Agreement (C & F Financial Corp), Change in Control Agreement (C & F Financial Corp)
Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:
(i) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; oror
(ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; oror
(iii) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; oror
(iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations. There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.
Appears in 4 contracts
Sources: Change in Control Agreement (C & F Financial Corp), Change in Control Agreement (C & F Financial Corp), Change in Control Agreement (C & F Financial Corp)
Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:
(i) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; or;
(ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or
(iii) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or
(iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations. There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.
Appears in 2 contracts
Sources: Change in Control Agreement (Pinnacle Bankshares Corp), Change in Control Agreement (Pinnacle Bankshares Corp)
Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:
(iA) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; or
(iiB) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or
(iiiC) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or
(ivD) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations. There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.
Appears in 2 contracts
Sources: Management Continuity Agreement (Citizens Bancorp of Virginia Inc), Management Continuity Agreement (Citizens Bancorp of Virginia Inc)
Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:
(i) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; or
(ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or
(iii) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or
(iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations. There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer..
Appears in 1 contract
Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:
(i) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; or;
(ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or
(iii) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or
(iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations. There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.
Appears in 1 contract
Sources: Change in Control Agreement (Pinnacle Bankshares Corp)
Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:
(i) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; oror
(ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; oror
(iii) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; oror
(iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations. There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer..
Appears in 1 contract