Common use of Change in the Effective Control Clause in Contracts

Change in the Effective Control. For purposes of this Agreement, a change in the effective control of the Company occurs on the date that either - (i) Any one person, or more than one person acting as a group (as determined under subsection (d) hereof), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Company'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 Company's board of directors prior to the date of the appointment or election. In the absence of an event described in subsection (b)(i) or (ii) above, a change in the effective control of a Company will not have occurred.

Appears in 6 contracts

Samples: Change in Control Severance Compensation Agreement (Farmers & Merchants Bancorp Inc), Change in Control Severance Compensation Agreement (Farmers & Merchants Bancorp Inc), Change in Control Severance Compensation Agreement (Farmers & Merchants Bancorp Inc)

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Change in the Effective Control. For purposes of this Agreement, a change in the effective control of the Company occurs on the date that either - (i) Any one person, or more than one person acting as a group (as determined under subsection (d) hereof), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Company'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 Company's ’s board of directors prior to the date of the appointment or election. In the absence of an event described in subsection (b)(i) or (ii) above, a change in the effective control of a Company will not have occurred.

Appears in 3 contracts

Samples: Change in Control – Severance Compensation Agreement (Farmers & Merchants Bancorp Inc), Change in Control – Severance Compensation Agreement (Farmers & Merchants Bancorp Inc), Severance Agreement (MBT Financial Corp)

Change in the Effective Control. For purposes of this Agreement, a change in the effective control of the Company Corporation occurs on the date that either - (i) Any one person, or more than one person acting as a group (as determined under subsection subparagraph (d) hereof), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company Corporation possessing 35 percent or more of the total voting power of the stock of the CompanyCorporation; or (ii) a majority of members of the Company's 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 Company's Corporation’s board of directors prior to the date of the appointment or election. In the absence of an event described in subsection subparagraph (b)(i) or (ii) above, a change in the effective control of a Company Corporation will not have occurred.

Appears in 2 contracts

Samples: Employment Agreement (Western Reserve Bancorp Inc), Employment Agreement (Western Reserve Bancorp Inc)

Change in the Effective Control. For purposes of this Agreement, a change in the effective control of the Company occurs on the date that either - (i) Any one person, or more than one person acting as a group (as determined under subsection (d) hereof), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 more than 50 percent or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Company'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 Company's ’s board of directors prior to the date of the appointment or election. In the absence of an event described in subsection (b)(i) or (ii) above, a change in the effective control of a Company will not have occurred.

Appears in 1 contract

Samples: Change in Control Agreement (MBT Financial Corp)

Change in the Effective Control. For purposes of this Agreement, a change in the effective control of the Company occurs on the date that either -either- (i) Any one person, or more than one person acting as a group (as determined under subsection (d) hereof), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company; oror ' (ii) a majority of members of the Company'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 Company's board of directors prior to the date of the appointment or election. In the absence of an event described in subsection (b)(i) or (ii) above, a change in the effective control of a Company will not have occurred.

Appears in 1 contract

Samples: Change in Control Severance Compensation Agreement (Farmers & Merchants Bancorp Inc)

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Change in the Effective Control. For purposes of this Agreement, a change in the effective control of the Company occurs on the date that either - (i) Any one person, or more than one person acting as a group (as determined under subsection (d) hereof), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Company'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 Company's board of directors prior to the date of the appointment or election. In the absence of an event described in subsection (b)(i) or (ii) above, a change in the effective control of a Company will not have occurred.

Appears in 1 contract

Samples: Change in Control Agreement (MBT Financial Corp)

Change in the Effective Control. For purposes of this Agreement, a change in the effective control of the Company occurs on the date that either - (i) Any one person, or more than one person acting as a group (as determined under subsection (d) hereof), acquires (or has acquired during the 12-12 month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Company's board of directors is replaced during any 12-12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's board of directors prior to the date of the appointment or election. In the absence of an event described in subsection (b)(i) or (ii) above, a change in the effective control of a Company will not have occurred.

Appears in 1 contract

Samples: Severance Agreement (MBT Financial Corp)

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