Common use of CHANGE IN CONTROL OF THE CORPORATION Clause in Contracts

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following: (i) an event that would be required to be reported by, or with respect to, the Corporation in response to Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than the MHC is or becomes the "beneficial owner" (as defined in Rule 13d-under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation's then outstanding securities; or (iii) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; provided, however, that no Change in Control of the Corporation shall be deemed to have occurred solely because the MHC undertakes a "second-step" mutual to stock conversion.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence a change in control of any of the following: (i) an event a nature that would be required to be reported by, or with respect to, the Corporation in response to Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but excluding persons who are directors or officers of the Corporation as of the date of this Agreement) other than the MHC is or becomes the "beneficial owner" (as defined in Rule 13d-13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 2025% or more of the combined voting power of the Corporation's then outstanding securities; or (iiiii) during any period of three two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; provided, however, that no Change in Control of the Corporation shall be deemed to have occurred solely because the MHC undertakes a "second-step" mutual to stock conversion.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence a change in control of any of the following: (i) an event a nature that would be required to be reported by, or with respect to, the Corporation in response to Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (iiI) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but excluding persons who are directors or officers of the Corporation as of the date of this Agreement) other than the MHC is or becomes the "beneficial owner" (as defined in Rule 13d-13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 2025% or more of the combined voting power of the Corporation's then outstanding securities; or (iiiii) during any period of three two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; provided, however, that no Change in Control of the Corporation shall be deemed to have occurred solely because the MHC undertakes a "second-step" mutual to stock conversion.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence a change in control of any of the following: (i) an event a nature that would be required to be reported by, or with respect to, the Corporation in response to Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) Act and with respect to the Bank, other than the MHC Corporation) is or becomes the "beneficial owner" (as defined in Rule 13d-13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation or the Bank representing 2025% or more of the combined voting power of the Corporation's or the Bank's then outstanding securities; or (iiiii) during any period of three two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation or the Board of Trustees of the Bank (referred to hereinafter collectively as "Boards of Directors") cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director or trustee, as the case may be, was approved by a vote of at least two-thirds of OF the directors or trustees, as the case may be, then still in office who were directors at the beginning of the period; provided, however, that no Change in Control of the Corporation shall be deemed to have occurred solely because the MHC undertakes a "second-step" mutual to stock conversion.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence a change in control of any of the following: (i) an event a nature that would be required to be reported by, or with respect to, the Corporation in response to Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), ) or any successor thereto, whether or not any class of securities security of the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if either (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any person who on the date hereof is a director or officer of the Corporation) other than the MHC is or becomes the "beneficial owner" (as defined in Rule 13d-13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 2010% or more of the combined voting power of the Corporation's then outstanding securities; or (iiiii) during within any period during the term of three consecutive yearsthis Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless thereof, without the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds written consent of the directors then still in office who were directors at the beginning of the period; provided, however, that no Change in Control of the Corporation shall be deemed to have occurred solely because the MHC undertakes a "second-step" mutual to stock conversionExecutive.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the followingfollowing events: (i) an event a change in control of a nature that would be required to be reported by, or with respect to, the Corporation in response to Item 5.01 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or group of persons other than the MHC Executive, the Corporation or Value Partners, Ltd., is or becomes the "beneficial owner" (as defined in Rule 13d-13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 2050% or more of the combined voting power of the Corporation's then outstanding securities; or (iii) during any period of three thirty six consecutive yearsmonths, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; provided, however, that no Change in Control of the Corporation shall be deemed to have occurred solely because the MHC undertakes a "second-step" mutual to stock conversion.