Common use of Change in the Effective Control of a Corporation Clause in Contracts

Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates: (i) The date any one person, or persons 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 group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or (ii) The date a majority of members of the corporation’s board of directors is replaced during any twelve (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 before the date of the appointment or election.

Appears in 22 contracts

Samples: Split Dollar Agreement (Columbia Banking System, Inc.), Executive Supplemental Compensation Agreement (Five Star Bancorp), Executive Supplemental Compensation Agreement (California BanCorp)

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Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates: (i) The date any one person, or persons acting as a group acquires (or has acquired during the twelve (12) 12 month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or (ii) The date a majority of members of the corporation’s board of directors is replaced during any twelve (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 before the date of the appointment or election. (In this sub-paragraph, 409A limits “corporation” to the “relevant” corporation” as defined therein).

Appears in 14 contracts

Samples: Director Retirement Agreement (Santa Lucia Bancorp), Deferred Fee Agreement (Santa Lucia Bancorp), Deferred Fee Agreement (Santa Lucia Bancorp)

Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates: (i) The date any one person, or persons 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 group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or (ii) The date a majority of members of the corporation’s 's board of directors is replaced during any twelve (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 before the date of the appointment or election.

Appears in 3 contracts

Samples: Executive Supplemental Compensation Agreement (Columbia Banking System, Inc.), Executive Supplemental Compensation Agreement (Columbia Banking System, Inc.), Executive Supplemental Compensation Agreement (Columbia Banking System, Inc.)

Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates: (i1) The date any one person, or persons 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 group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or (ii2) The date a majority of members of the corporation’s board of directors is replaced during any twelve (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 before the date of the appointment or election.

Appears in 2 contracts

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc), Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates: (i) The date any one person, or persons acting as a group acquires (or has acquired during the twelve (12) 12 month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or (ii) The date a majority of members of the corporation’s 's board of directors is replaced during any twelve (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 before the date of the appointment or election.

Appears in 1 contract

Samples: Executive Supplemental Compensation Agreement (Columbia Banking System, Inc.)

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Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates: (i) The date any one person, or persons 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 group) ownership of stock of the corporation possessing thirty thirty-five percent (3035%) or more of the total voting power of the stock of such corporation; or (ii) The date a majority of members of the corporation’s board of directors is replaced during any twelve (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 before the date of the appointment or election.

Appears in 1 contract

Samples: Director Compensation Benefits Agreement (Heritage Commerce Corp)

Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates: (i) The date any one person, or persons acting as a group acquires (or has acquired during the twelve (12) month 12)-month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or (ii) The date a majority of members of the corporation’s 's board of directors is replaced during any twelve (12) month 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 before the date of the appointment or election.

Appears in 1 contract

Samples: Severance Agreement (Sonoma Valley Bancorp)

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