Time of Change in Control Sample Clauses

Time of Change in Control. For purposes of this Agreement, a Change in Control shall be deemed to occur on the earlier of: (1) The date on which the members of the Incumbent Board fail to represent a majority of the Board; or (2) The business day prior to effective date of any merger, consolidation, combination or sale of assets as defined in paragraph 1C above.

Time of Change in Control. Section 1(b)(ii)(B) of the Agreement provides that a Change in Control of HUBCO shall be deemed to occur: forty-five (45) days prior to the date HUBCO enters into a definitive agreement to merge, consolidate, combine or sell the assets of HUBCO; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred . . . It is our mutual intention with respect to the foregoing language, and the foregoing language shall be so construed, as follows (or such language is hereby amended if and to the extent necessary to make it consistent with the following): The concept of looking back 45 days prior to entry into a definitive agreement was intended solely to assure the Executive that the Executive's change in control protection would be available if the parties negotiating a merger terminated the Executive's employment before executing the definitive merger agreement. Thus, the 45 day "look-back" is to be used solely in determining when the "Contract Period" begins under the Agreement. In the context of the pending ▇▇▇▇▇▇-Dime merger (assuming it is consummated), the "Contract Period" began 45 days prior to execution of the merger agreement, or August 1, 1999. However, we also included language in this subparagraph to assure that the Executive could not trigger Change in Control payments by resigning before the merger was completed. Thus, in the context of the pending ▇▇▇▇▇▇-Dime merger, if the Executive resigns before the merger is consummated, the "Contract Period" would be deemed never to have begun, and the Executive would not be entitled to payment under the Agreement.

Time of Change in Control. For purposes of this Agreement, a Change in Control of ▇▇▇▇▇▇ United Bancorp shall be deemed to occur on the earlier of: (A) The first date on which a single person or entity or group of affiliated persons or entities acquire the beneficial ownership of 25% or more of ▇▇▇▇▇▇ United Bancorp's voting securities; or (B) Forty-five (45) days prior to the date ▇▇▇▇▇▇ United Bancorp enters into a definitive agreement to merge, consolidate, combine or sell the assets of ▇▇▇▇▇▇ United Bancorp; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred; or (C) The date upon which the election of directors occurs qualifying under Section b(i)(C) above.

Time of Change in Control. For purposes of this -------------------------- Agreement, a Change in Control shall be deemed to occur on the earliest of: (A) The first date on which a single person or entity or group of affiliated persons or entities (other than an employee benefit plan or trust maintained for the benefit of the Company's employees) acquire the beneficial ownership of 25% or more of the Holding Company's voting securities; or (B) Forty-five (45) days prior to the date the Holding Company enters into a definitive agreement that would result, if consummated, in a transaction described in Section 1(b)(i)(B) or 1(b)(i)(D) above; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until (x) the consummation of such transaction if this Agreement is expressly assumed by the acquiring entity, or (y) the day before the consummation of such transaction if this Agreement is not expressly assumed by the acquiring company; and further provided that if any such definitive is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred by virtue of the execution of such definitive agreement; or (C) The date upon which the election of directors occurs qualifying under Section 1(b)(i)(C) above.