Common use of Acquisition of Significant Share Ownership Clause in Contracts

Acquisition of Significant Share Ownership. The ------------------------------------------------- acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company or Oneida Financial, MHC, (ii) any acquisition by the Company or Oneida Financial, MHC, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or Oneida Financial, MHC, the Bank or any other corporation controlled by the Company or Oneida Financial, MHC, (iv) the reorganization of Oneida Financial MHC to a converted stock entity, or (v) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subsection (3) of this Section 4(c); or

Acquisition of Significant Share Ownership. The ------------------------------------------------- acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company or Oneida Financial, MHC, (ii) any acquisition by the Company or Oneida Financial, MHC, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or Oneida Financial, MHC, the Bank or any other corporation controlled by the Company or Oneida Financial, MHC, (iv) the reorganization of Oneida Financial MHC to a converted stock entity, or (v) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subsection (3) of this Section 4(c); or