Chance in Control. A "Change in Control" shall be deemed to have occurred in either of the following events: (i) if there has occurred a change in control which the Bank would be required to report in response to Item 5(f) of the Form for Proxy Statement (Form F-5) prescribed by 12 CFR Part 335.212 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act") (if the Bank were assumed to be subject to the registration or reporting requirements of the 1934 Act), or, if such regulation is no longer in effect, any regu- lations promulgated by the Federal Deposit Insurance Corporation or by the Securities and Exchange Commission pursuant to the 1934 Act which are intended to serve similar purposes; or (ii) when any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the 0000 Xxx) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, of securities of the Bank representing twenty-five percent (25%) or more of the total number of votes that may be cast for the election of directors of the Bank and, in the case of either (i) or (ii) above, the Bank's Board of Directors has not consented to such event by a two-thirds vote of all of the members of the Board of Directors adopted either prior to such event or within ninety (90) days thereafter, except that if at the time such a consent vote is adopted after such event, the persons who were directors of the Bank immediately prior to such event do not constitute a majority of the Board of Directors of the Bank or of any successor institution, such vote shall not be deemed to constitute consent for the purposes of this Agreement. In addition, a Change in Control shall be deemed to have occurred if, as the result of, or in connection with, any tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Bank before such transaction shall cease to constitute a majority of the Board of Directors of the Bank or of any successor institution.
Chance in Control. If following a "Change in Control" (as defined below). Executive's full time position with the Company is eliminated or permanently transferred to a location other than its present location, and following such elimination or transfer, the Company does not offer to employ Executive in a comparable or better posit ion in his current location, on a full-time basis, at a comparable or better rate of pay, then Executive shall be entitled to severance payments and benefits in accordance with Article 4 below, provided however that severance payments shall be made in lump sum, and in an amount which equals two (2) times then current Base Salary. For purposes of this Agreement. a "Change in Control" shall mean a change in control of the company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1"4, as amended (the "Exchange Act"), whether or not the Company is, in fact, required to comply therewith; provided that, without limitation, such a change in control for purposes of this Agreement shall be deemed to have occurred if:
Chance in Control. A "Change in Control" shall mean that either of the following events shall have occurred: (i) a person as defined in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 other than Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxxx or Xxxxxxx X. Xxxxxx or members of their respective immediate families, their respective estates, heirs or legatees, is or becomes the "beneficial owner' (as defined in Rule I 3d-3 of the Exchange Act) of 25% or more of the combined voting power of the then outstanding securities of Employer or any successor thereto, or (ii) one half of the directors of the Company currently in office shall cease to be a majority of directors of Employer other than as a result of death, disability, termination with or without cause or resignation of Xxxxxx X. Xxxxxxx or Xxxxx X. Xxxxxxxxx, from the Company or its Board of Directors. In the event of a Change in Control during the term of Executive's employment under this Agreement, Executive agrees that, notwithstanding anything to the contrary contained in this Agreement, Executive shall be entitled to receive continuing payments if, and only if, Employee remains in the employ of the Company, or its successor resulting from such Change in Control, for a period of two years from the date thereof, unless Employee is terminated without cause by the Company or such successor during such period. Upon the earlier of such termination without cause or Executive's resignation at or after the second anniversary of the Change in Control, the continuing payments shall commence to be paid to Executive pursuant to the terms hereof.
Chance in Control. For purposes of this agreement, a “change in control” of the Company shall mean:
(i) acquisition in one or more transactions of fifty percent (50%) or more of the voting power of the voting securities of the Company by any person, or by two or more persons acting as a group, other than directly from the Company;
(ii) acquisition in one or more transactions of twenty-five percent (25%) but less than fifty percent (50%) of the voting power of the voting securities of the Company by any person, or by two or more persons acting as a group (excluding officers and directors of the Company); or
(iii) a merger, consolidation, reorganization, recapitalization or similar transaction, involving the securities of the Company, upon the consummation of which fifty percent (50%) or more in voting power of the voting securities of the surviving corporation(s) is held by persons other than former shareholders of the Company;
(iv) a sale of all or substantially all of the assets of the Company;
(v) a relocation of the company’s principal offices, or the Executive’s relocation to any place other than the principal offices, exceeding a distance of fifty (50) miles from the company’s current corporate office located in Midland, Texas, except for reasonably required travel by the Executive on the company’s business.
Chance in Control. Clause (ii) of Section 4(a) shall not be effective or invoked by SunLink upon any Change in Control or within one (1) year thereafter.
Chance in Control. (a) Upon a Change in Control (as defined below) of the Company, the Company will make a lump sum payment to the Employee, not later than 30 days after the Change in Control occurs. This payment shall equal the lesser of (i) twice the Employee's annual salary under this Agreement or (ii) the maximum amount allowed such that no payment under this Section 8 constitutes an excess parachute payment, taking into account all payments made under this Agreement or otherwise, for the purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor statute. If the Employee holds any stock options of the Company, and if permissible under applicable regulations promulgated under the Code, the Company shall pay to the Employee the difference between the fair market value of a share of the Company's stock at the time of termination or resignation and the exercise price per share of any stock options held by the Employee (whether or not such options are presently exercisable) multiplied by the number of options held by the Employee. The amount payable under this Section 8 shall be determined by the Employee, subject to confirmation by the Chief Financial Officer of the Company.
(b) For purposes of this Section 8, the phrase "Change in Control" means any replacement of 50% or more of the directors of the Company which follows and is directly or indirectly a result of any one or more of the following:
Chance in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation or By-laws as now or hereafter in effect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
Chance in Control. Any Change in Control shall occur; or
Chance in Control. (a) If there is a Change in Control of the Bank or Corporation during the term of this Agreement, the Executive shall be entitled to severance payments and/or termination benefits as described in Paragraph 6 if the Executive's employment with the Bank or the Corporation is involuntarily terminated in connection
Chance in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and advances for Expenses under this Agreement or under any other agreement, Company regulation, statute or rule of law now or hereafter in effect relating to any Proceeding, the Company shall seek legal advice only from special independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five (5) years (other than in connection with such matters) or Indemnitee. Unless Indemnitee has theretofore selected counsel pursuant to this Section 9 and such counsel has been approved by the Company, the firms on the attached Exhibit IV hereto shall be deemed to satisfy the requirements set forth above, except with respect to any such firms which the Company or Indemnitee shall have engaged for any purpose at any time within the five years preceding such engagement (other than, in the case of the Company, with respect to matters concerning the rights of Indemnitee (or of other indemnitees under similar indemnity agreements) to indemnity payments and advances of Expenses). The Company agrees to pay the reasonable fees of the special independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
