Common use of Change of Control Defined Clause in Contracts

Change of Control Defined. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon any of the following events: (a) The consummation of any of the following transactions: (i) a merger, recapitalization or other business combination of Employer or Bancshares with or into another corporation pursuant to which Employer or Bancshares, respectively, is not the continuing or surviving corporation or pursuant to which shares of the Common Stock of Employer or Bancshares, as the case may be, are converted into cash, securities of another corporation or other entity or other property, other than a transaction in which the holders of the Common Stock immediately prior to such transaction (including any preliminary or other transaction relating to such transaction) will continue to own at least fifty-five (55%) percent of the total voting power of the then-outstanding securities of the surviving or continuing corporation immediately after such transaction or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Employer or Bancshares. (b) A transaction in which any person (including any "person" as defined in Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation or other entity (other than Employer or Bancshares, an affiliate thereof or any profit-sharing, employee ownership or other employee benefit or similar plan sponsored by Employer or Bancshares or any subsidiaries thereof, or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities): shall become, through purchase or otherwise, the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly (in one transaction or a series of related transactions), of securities of Employer or Bancshares, as the case may be, representing forty-five (45%) percent or more of the total voting power of the then-outstanding securities of Employer or Bancshares, respectively, ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of the directors of Employer or Bancshares, respectively. (c) If, during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the entire Board and any new director whose election by the Board or nomination for election by the stockholders of Employer or Bancshares, as the case may be, was approved by a vote of eighty (80%) percent of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election by the stockholders was previously so approved, cease for any reason to constitute a majority thereof.

Change of Control Defined. For purposes of this Agreement, a "A “Change of Control" ” shall be deemed to have occurred upon any of the following events: (ai) The consummation of any of the following transactions: (iA) a merger, recapitalization or other business combination of Employer or Bancshares the Company with or into another corporation corporation, or an acquisition of securities or assets by the Company, pursuant to which Employer or Bancshares, respectively, the Company is not the continuing or surviving corporation or pursuant to which all or substantially all of the shares of the Common Stock of Employer or Bancshares, as the case may be, Company’s common stock are converted into cash, securities of another corporation or other entity or other property, other than a transaction in which the holders of the Common Stock Company’s common stock immediately prior to such transaction (including any preliminary or other transaction transactions relating to such transaction) will shall continue to own at least fifty-five (55%) percent 50% of the total voting power of the then-outstanding securities of the surviving or continuing corporation immediately after such transaction or transaction, (iiB) any sale, lease, exchange exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Employer the Company or Bancshares.(C) the liquidation or dissolution of the Company, except in connection with the voluntary or involuntary declaration of bankruptcy or insolvency under applicable Federal and/or state law; (bii) A transaction in which any person Person (including any "person" as defined such term is used in Section Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)), corporation or other entity (other than Employer or Bancsharesthe Company, an affiliate thereof of the Company, or any profit-sharing, employee ownership or other employee benefit or similar plan sponsored by Employer or Bancshares the Company or any subsidiaries thereofof its subsidiaries, or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities): (A) shall becomepurchase common stock (or securities convertible into common stock) representing at least 40% of the total voting power of the then-outstanding securities of the Company for cash, through purchase securities or otherwiseany other consideration pursuant to a tender offer or exchange offer, or (B) shall become the "“beneficial owner" ” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly (in one transaction or a series of related transactions), of securities of Employer or Bancshares, as the case may be, Company representing forty-five (45%) percent 50% or more of the total voting power of the then-outstanding securities of Employer or Bancshares, respectively, the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of the directors of Employer or Bancshares, respectively.Company’s directors; or (ciii) If, during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the entire Board and any new director whose election by the Board or nomination for election by the Company’s stockholders of Employer or Bancshares, as the case may be, was approved by a vote of eighty (80%) percent at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election by the stockholders was previously so approved, cease for any reason to constitute a majority thereof.

Change of Control Defined. For purposes of this Agreement, a A "Change of Control" shall be deemed to have occurred upon any of the following events: (ai) The consummation of any of the following transactions: (iA) a merger, recapitalization or other business combination of Employer or Bancshares the Company with or into another corporation corporation, or an acquisition of securities or assets by the Company, pursuant to which Employer or Bancshares, respectively, the Company is not the continuing or surviving corporation or pursuant to which all shares of the Common Stock of Employer or Bancshares, as the case may be, are converted into cash, securities of another corporation or other entity or other property, other than a transaction in which the holders of the Common Stock immediately prior to such transaction (including any preliminary or other transaction transactions relating to such transaction) will continue to own at least fifty-five (55%) percent 50% of the total voting power of the then-outstanding securities of the surviving or continuing corporation immediately after such transaction or transaction, (iiB) any sale, lease, exchange exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Employer the Company or Bancshares.(C) the liquidation or dissolution of the Company, except in connection with the voluntary or involuntary declaration of bankruptcy or insolvency under applicable Federal and/or state law; (bii) A transaction in which any person Person (including any "person" as defined such term is used in Section 13(d)(3Sections 13 (d) (3) and 14(d)(214 (d) (2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation or other entity (other than Employer or Bancsharesthe Company, an affiliate thereof of the Company, or any profit-sharing, employee ownership or other employee benefit or similar plan sponsored by Employer or Bancshares the Company or any subsidiaries thereofof its subsidiaries, or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities): (A) shall becomepurchase Common stock (or securities convertible into Common Stock) representing at least 40% of the total voting power of the then-outstanding securities of the Company for cash, through purchase securities or otherwiseany other consideration pursuant to a tender offer or exchange offer, or (B) shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly (in one transaction or a series of related transactions), of securities of Employer or Bancshares, as the case may be, Company representing forty-five (45%) percent 50% or more of the total voting power of the then-outstanding securities of Employer or Bancshares, respectively, the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of the directors of Employer or Bancshares, respectively.Company's directors; or (ciii) Ifif, during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the entire Board and any new director whose election by the Board or nomination for election by the Company's stockholders of Employer or Bancshares, as the case may be, was approved by a vote of eighty (80%) percent at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election by the stockholders was previously so approved, cease for any reason to constitute a majority thereof.

Change of Control Defined. For purposes of this Agreement, a "A “Change of Control" ” shall be deemed to have occurred upon any of the following events: (ai) The consummation of any of the following transactions: (iA) a merger, recapitalization or other business combination of Employer or Bancshares the Company with or into another corporation corporation, or an acquisition of securities or assets by the Company, pursuant to which Employer or Bancshares, respectively, the Company is not the continuing or surviving corporation or pursuant to which all or substantially all of the shares of the Common Stock of Employer or Bancshares, as the case may be, Company’s common stock are converted into cash, securities of another corporation or other entity or other property, other than a transaction in which the holders of the Common Stock Company’s common stock immediately prior to such transaction (including any preliminary or other transaction transactions relating to such transaction) will shall continue to own at least fifty-five (55%) percent 50% of the total voting power of the then-outstanding securities of the surviving or continuing corporation immediately after such transaction or transaction, (iiB) any sale, lease, exchange exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Employer the Company or Bancshares.(C) the liquidation or dissolution of the Company, except in connection with the voluntary or involuntary declaration of bankruptcy or insolvency under applicable Federal and/or state law; (bii) A transaction in which any person Person (including any "person" as defined such term is used in Section 13(d)(3Sections 13 (d) (3) and 14(d)(214 (d) (2) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)), corporation or other entity (other than Employer or Bancsharesthe Company, an affiliate thereof of the Company, or any profit-sharing, employee ownership or other employee benefit or similar plan sponsored by Employer or Bancshares the Company or any subsidiaries thereofof its subsidiaries, or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities): (A) shall becomepurchase common stock (or securities convertible into common stock) representing at least 40% of the total voting power of the then-outstanding securities of the Company for cash, through purchase securities or otherwiseany other consideration pursuant to a tender offer or exchange offer, or (B) shall become the "“beneficial owner" ” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly (in one transaction or a series of related transactions), of securities of Employer or Bancshares, as the case may be, Company representing forty-five (45%) percent 50% or more of the total voting power of the then-outstanding securities of Employer or Bancshares, respectively, the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of the directors of Employer or Bancshares, respectively.Company’s directors; or (ciii) If, during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the entire Board and any new director whose election by the Board or nomination for election by the Company’s stockholders of Employer or Bancshares, as the case may be, was approved by a vote of eighty (80%) percent at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election by the stockholders was previously so approved, cease for any reason to constitute a majority thereof.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon any of the following events: (a) The consummation of any of the following transactions: (i) a merger, recapitalization or other business combination of Employer or Bancshares with or into another corporation pursuant to which Employer or Bancshares, respectively, is not the continuing or surviving corporation or pursuant to which shares of the Common Stock of Employer or Bancshares, as the case may be, are converted into cash, securities of another corporation or other entity or other property, other than a transaction in which the holders of the such Common Stock immediately prior to such transaction (including any preliminary or other transaction relating to such transaction) will continue to own at least fifty-five fifty (5550%) percent of the total voting power of the then-outstanding securities of the surviving or continuing corporation immediately after such transaction or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Employer or Bancshares. (b) A transaction in which any person (including any "person" as defined in Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation or other entity (other than Employer or Bancshares, an affiliate thereof or any profit-sharing, employee ownership or other employee benefit or similar plan sponsored by Employer or Bancshares or any subsidiaries thereof, or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities): shall become, through purchase or otherwise, the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly (in one transaction or a series of related transactions), of securities of Employer or Bancshares, as the case may be, representing forty-five fifty (4550%) percent or more of the total voting power of the then-outstanding securities of Employer or Bancshares, respectively, ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of the directors of either Employer or Bancshares, respectively. (c) If, during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the entire Board board of directors ("Board") and any new director whose election by the Board or nomination for election by the stockholders of Employer or Bancshares, as the case may be, was approved by a vote of eighty (80%) percent of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election by the stockholders was previously so approved, cease for any reason to constitute a majority thereof.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon any of the following events: (a) The consummation of any of the following transactions: (i) a merger, recapitalization or other business combination of Employer or Bancshares with or into another corporation pursuant to which Employer or Bancshares, respectively, is not the continuing or surviving corporation or pursuant to which shares of the Common Stock of Employer or Bancshares, as the case may be, are converted into cash, securities of another corporation or other entity or other property, other than a transaction in which the holders of the Common Stock immediately prior to such transaction (including any preliminary or other transaction relating to such transaction) will continue to own at least fifty-five fifty (5550%) percent of the total voting power of the then-then- outstanding securities of the surviving or continuing corporation immediately after such transaction or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Employer or Bancshares. (b) A transaction in which any person (including any "person" as defined in Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation or other entity (other than Employer or Bancshares, an affiliate thereof or any profit-sharing, employee ownership or other employee benefit or similar plan sponsored by Employer or Bancshares or any subsidiaries thereof, or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities): shall become, through purchase or otherwise, the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly (in one transaction or a series of related transactions), of securities of Employer or Bancshares, as the case may be, representing forty-five fifty (4550%) percent or more of the total voting power of the then-outstanding securities of Employer or Bancshares, respectively, ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of the directors of Employer or Bancshares, respectively. (c) If, during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the entire Board and any new director whose election by the Board or nomination for election by the stockholders of Employer or Bancshares, as the case may be, was approved by a vote of eighty (80%) percent of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election by the stockholders was previously so approved, cease for any reason to constitute a majority thereof.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred upon any of the following events: (a) The consummation of any of the following transactions: (i) a merger, recapitalization or other business combination of Employer or Bancshares with or into another corporation pursuant to which Employer or Bancshares, respectively, is not the continuing or surviving corporation or pursuant to which shares of the Common Stock of Employer or Bancshares, as the case may be, are converted into cash, securities of another corporation or other entity or other property, other than a transaction in which the holders of the Common Stock immediately prior to such transaction (including any preliminary or other transaction relating to such transaction) will continue to own at least fifty-five fifty (5550%) percent of the total voting power of the then-outstanding securities of the surviving or continuing corporation immediately after such transaction or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Employer or Bancshares. (b) A transaction in which any person (including any "person" as defined in Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation or other entity (other than Employer or Bancshares, an affiliate thereof or any profit-sharing, employee ownership or other employee benefit or similar plan sponsored by Employer or Bancshares or any subsidiaries thereof, or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities): shall become, through purchase or otherwise, the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly (in one transaction or a series of related transactions), of securities of Employer or Bancshares, as the case may be, representing forty-five fifty (4550%) percent or more of the total voting power of the then-outstanding securities of Employer or Bancshares, respectively, ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of the directors of Employer or Bancshares, respectively. (c) If, during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the entire Board and any new director whose election by the Board or nomination for election by the stockholders of Employer or Bancshares, as the case may be, was approved by a vote of eighty (80%) percent of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election by the stockholders was previously so approved, cease for any reason to constitute a majority thereof.