Change in Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either: (i) Any one person or more than one person acting as a group acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or (ii) A majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.
Appears in 13 contracts
Samples: Change in Control Agreement (Pinnacle Bankshares Corp), Change in Control Agreement (Pinnacle Bankshares Corp), Change in Control Agreement (C & F Financial Corp)
Change in Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:
(ia) Any any one person or more than one person acting as a group acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or
(iib) A a majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii)subparagraph, the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.
Appears in 7 contracts
Samples: Change in Control Agreement (Mainstreet Bankshares Inc), Change in Control Agreement (Mainstreet Bankshares Inc), Change in Control Agreement (Mainstreet Bankshares Inc)
Change in Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:
(i) Any one person or more than one person acting as a group acquires (or has acquired during the twelve 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or
(ii) A majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder..
Appears in 5 contracts
Samples: Change in Control Agreement (C & F Financial Corp), Change in Control Agreement (C & F Financial Corp), Change in Control Agreement (C & F Financial Corp)
Change in Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:
(i) Any any one person or more than one person acting as a group acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or
(ii) A a majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii)subparagraph, the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.
Appears in 2 contracts
Samples: Supplemental Executive Retirement Agreement (Mainstreet Bankshares Inc), Supplemental Executive Retirement Agreement (Mainstreet Bankshares Inc)
Change in Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:
(iA) Any one person or more than one person acting as a group acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or
(iiB) A majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph subparagraph (iiB), the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.
Appears in 2 contracts
Samples: Management Continuity Agreement (Citizens Bancorp of Virginia Inc), Management Continuity Agreement (Citizens Bancorp of Virginia Inc)
Change in Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:
(i) Any one person or more than one person acting as a group acquires (or has acquired during the twelve 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or
(ii) A majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.
Appears in 2 contracts
Samples: Change in Control Agreement (C & F Financial Corp), Change in Control Agreement (Pinnacle Bankshares Corp)
Change in Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:
(ia) Any any one person or more than one person acting as a group acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or
(iib) A a majority of members of the corporation’s 's Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s 's Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii)subparagraph, the term “"corporation” " refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.
Appears in 1 contract