Common use of Definition of Change of Control Clause in Contracts

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.

Definition of Change of Control. For purposes of this Agreement, “Change of in Control” shall mean (i) a Change in Effective Controlof Ownership; (ii) a Change of Asset Ownershipin Effective Control; or (iii) a Change of Asset Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean (i) a Change in Effective Controlof Ownership; (ii) a Change of Asset Ownershipin Effective Control; or (iii) a Change of Asset Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.

Definition of Change of Control. For purposes of this Agreement, a “Change of Control” shall mean (i) have the same meaning as such term in the Company’s LTIP. For the sake of convenience herein, as of the Effective Date, the LTIP states that a Change in Effective Control; (ii) a “Change of Asset Ownership; Control” means, and shall be deemed to have occurred upon one or (iii) a Change more of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.the following events:

Definition of Change of Control. For the purposes of this Agreement, “Change of Control” shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.mean:

Definition of Change of Control. For purposes of this AgreementAs used herein, “Change of Control” shall mean (i) the occurrence of a Change “change in Effective Control; (ii) the ownership,” a Change “change in the effective control” or a “change in the ownership of Asset Ownership; or (iii) a Change substantial portion of Ownership; in each casethe assets” of the Company, as defined herein and as further defined and interpreted determined in Section 409A.accordance with this definition. In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, the following provisions shall apply:

Definition of Change of Control. For purposes of this Agreement, “the term "Change of Control” " shall mean a change of control (iother than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) of a Change nature that would be required to be reported in Effective Controlresponse to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "Act"); (ii) provided that, without limiting the foregoing, a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.Control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of this Agreement, a “Change of Control” shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.mean:

Definition of Change of Control. For purposes of this Agreement, a “Change of Control” shall will mean (i) a Change in Effective Control; (ii) a the first to occur of the following, provided that such Change of Asset Ownership; Control qualifies as a change in ownership, change in effective control or (iii) a Change change in ownership of Ownership; in each case, as defined herein and as further defined and interpreted in a substantial portion of assets of Legacy within the meaning of Section 409A.409A of the Code:

Definition of Change of Control. For purposes of this Agreementhereof, “Change of Control” shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each casehas the meaning ascribed to such term under the Company’s 2021 Incentive Award Plan, as defined herein and as further defined and interpreted amended from time to time (the “Plan”); provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 409A.1.409A-3(i)(5).

Definition of Change of Control. For purposes of this Agreement, the term “Change of Control” shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.mean:

Definition of Change of Control. For purposes of As used in this Agreement, “Change of in Control” shall mean a change in control (iother than one occurring by reason of an acquisition of the Corporation or Bank by Executive) a Change in Effective Control; (ii) a Change wherein the Board of Asset Ownership; or (iii) a Change Directors certifies that one of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.the following has occurred:

Definition of Change of Control. For purposes of this Agreement, “the -------------------------------- term "Change of Control” " shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.mean:

Definition of Change of Control. For purposes of this Agreement, the term “Change of Control” shall mean a change of control (iother than one occurring by reason of an acquisition of the Corporation by Executive) of a Change nature that would be required to be reported in Effective Controlresponse to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the “Act”); (ii) provided that, without limiting the foregoing, a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.Control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of this Agreement, “the --------------------------------- term "Change of Control” " shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.mean:

Definition of Change of Control. For purposes of this Agreement, a “Change of Control” shall mean (i) a Change “change in Effective Control; (ii) a Change control event” within the meaning of Asset Ownership; or (iii) a Change the default rules under Section 409A of Ownership; in each casethe U.S. Internal Revenue Code of 1986, as defined herein amended, and as further defined the regulations and interpreted in guidance promulgated thereunder (“Section 409A.409A”). The obligations of the Company pursuant to this Section 5 shall survive any termination of this Agreement or the Executive’s employment.

Definition of Change of Control. For purposes of this Agreement, “------------------------------- the term "Change of Control” " shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.mean:

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean (i) a Change have the meaning set forth in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.the Plan.

Definition of Change of Control. For purposes of this Agreement, a “Change of Control” shall mean (ia change of control of the Company of a nature that would be required to be reported in response to Item 6(e) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change Schedule 14A of Ownership; in each caseRegulation 14A promulgated under the Securities Exchange Act of 1934, as defined herein and as further defined and interpreted amended (the “Exchange Act”), whether or not the Company is in Section 409A.fact required to comply therewith; provided, that, without limitation, such a change of control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of this Agreement, “the term "Change of Control” " shall mean a change of control (iother than one occurring by reason of an acquisition of the Bank by Executive) of a Change nature that would be required to be reported in Effective Controlresponse to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "Act"); (ii) provided that, without limiting the foregoing, a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.Control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of this Agreement, “------------------------------- a "Change of in Control” " shall mean (ia change in control of the Corporation of a nature that would be required to be reported in response to Item 6(e) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change Schedule 14A of Ownership; in each caseRegulation 14A promulgated under the Securities Exchange Act of 1934, as defined herein and as further defined and interpreted amended (the "Exchange Act"), whether or not the Corporation is in Section 409A.fact required to comply therewith; provided, that, without limitation, such a change in control shall be deemed to have occurred if:

Definition of Change of Control. For the purposes of this ------------------------------- Agreement, “"Change of Control” shall mean " means the same as it does in Capital One's 1994 ----------------- Stock Incentive Plan (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each caseany successor plan), as defined herein and as further defined and interpreted in Section 409A.such Plan may be amended from time to time.

Definition of Change of Control. For purposes of As used in this Agreement, “Change of in Control” shall mean (i) the occurrence of any of the following, provided the event constitutes a Change change in Effective Control; (ii) a Change control within the meaning of Asset Ownership; or (iii) a Change of Ownership; in each caseCode Section 409A and the rules, as defined herein regulations and as further defined and interpreted in Section 409A.guidance promulgated thereunder

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean (i) a Change have the meaning given to such term in Effective Control; (ii) the Plan as in effect on the date hereof. Notwithstanding the foregoing, if a Change of Asset Ownership; Control would give rise to a payment or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.settlement event with respect to any payment or benefit that constitutes “nonqualified deferred

Definition of Change of Control. For purposes A "Change of Control" of the Company shall have the meaning ascribed to it in Appendix A to this Agreement, “Change of Control” shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined which is incorporated herein and as further defined and interpreted in Section 409A.by this reference.

Definition of Change of Control. For purposes of this Agreement, the term “Change of Control” shall mean (i) for an Optionee who is a party to an employment agreement with the Company or an Affiliate which agreement provides for a definition of “Change of Control” therein, “Change of Control” shall have the same meaning as provided for in Effective Control; such agreement, or (ii) for an Optionee who is not a party to such an agreement, “Change of Asset Ownership; or (iii) a Change Control” shall mean the earliest of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.the following to occur:

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean (i) the closing of a Change in Effective Control; (ii) a Change merger, consolidation, liquidation or reorganization of Asset Ownership; the Company into or (iii) a Change of Ownership; in each casewith another company or other legal person, as defined herein and as further defined and interpreted in Section 409A.after which merger, consolidation, liquidation or reorganization the capital stock of

Definition of Change of Control. For purposes of this Agreement, “a ------------------------------- "Change of in Control” " shall mean (i) a Change change in Effective Control; (ii) a Change the Board of Asset Ownership; Directors of the Corporation such that representatives of ▇▇▇▇▇▇▇, Spogli & Co., incorporated and [ Chase ] or (iii) a Change like financial institution do not have voting control, regardless of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.whether such change occurs during the Initial Term of this Agreement.

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean means the occurrence of a “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets” (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as such terms are defined herein and as further defined and interpreted in Section 409A.below).

Definition of Change of Control. For purposes of this AgreementAs used herein, a “Change of Control” shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.mean:

Definition of Change of Control. For purposes of this Agreement, “Change of Control” shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; means [a] any person or (iii) a Change of Ownership; in each case, group [as defined herein and as further defined and interpreted in for purposes of Section 409A.13(d) of the Securities Exchange Act of 1934] that becomes the beneficial owner of, or has the right to acquire (by contract, option, warrant, conversion of convertible securities or otherwise), 20 percent or more of the outstanding equity securities of BLI entitled to vote

Definition of Change of Control. For purposes of this Agreement, “the term "Change of Control” " shall mean mean: A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of ▇▇▇▇ (i▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); provided that, without limitation, such a change in control shall be deemed to have occurred if (a) a Change any "person" (as such term is used in Effective Control; (iiSections 13(d) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.and

Definition of Change of Control. For purposes of this Agreement, “‘Change of Control” ’ shall mean (i) a Change have the meaning set forth in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.the Plan.

Definition of Change of Control. For purposes of As used in this Agreement, “the ------------------------------- phrase "Change of Control” " shall mean (i) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change of Ownership; in each case, as defined herein and as further defined and interpreted in Section 409A.mean:

Definition of Change of Control. For purposes of this Agreement, a “Change of in Control” shall mean (ia change in control of the Corporation occurring after the date hereof that is of a nature that would be required to be reported in response to Item 6(e) a Change in Effective Control; (ii) a Change of Asset Ownership; or (iii) a Change Schedule 14A of Ownership; in each caseRegulation 14A promulgated under the Securities Exchange Act of 1934, as defined herein and as further defined and interpreted amended (the “Exchange Act”), whether or not the Corporation is in Section 409A.fact required to comply therewith; provided, that, without limitation, such a change in control shall be deemed to have occurred in the following circumstances: