Common use of Definition of Change of Control Clause in Contracts

Definition of Change of Control. For purposes of this Agreement, the term "Change of Control" shall mean: A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation or any "person" who on the date hereof is a director or officer of the Corporation is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation's then outstanding securities, or (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer of all or substantially all of the Bank or Corporation's assets.

Definition of Change of Control. For purposes of this Agreement, the term "“Change of Control" ” shall mean: A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"the “Exchange Act”); provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any "“person" ” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation Bank or any "“person" ” who on the date hereof is a director or officer of the Corporation Bank is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 13 d-3 under the Exchange Act), directly or indirectly, indirectly of securities of the Corporation Bank representing twenty-five fifty percent (2550%) or more of the combined voting power of the Corporation's Bank’s then outstanding securities, or (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer of all or substantially all of the Bank or Corporation's assets.

Definition of Change of Control. For purposes of this Agreement, the ------------------------------- term "Change of Control" shall mean: A change in control of the Bank of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx XxxExchange Act")) if Bank was subject to the Exchange Act reporting requirements; provided that, without limitationlimiting the foregoing, such a change in control shall be deemed to have occurred if (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than subsequent to the Corporation or any "person" who on the date hereof is a director or officer Effective Date of the Corporation is or this Agreement, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation Bank representing twenty-five percent (25%) or more of the combined voting power of the CorporationBank's then outstanding securities, or (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer of all or substantially all of the Bank or Corporation's assets.

Definition of Change of Control. For purposes of this Agreement, the term "Change of Control" shall mean: A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx XxxExchange Axx"); provided thatxxxxxxxx xxxx, without xxxhout limitation, such a change in control shall be deemed to have occurred if (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation or any "person" who on the date hereof is a director or officer of the Corporation is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation's then outstanding securities, or (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer of all or substantially all of the Bank or Corporation's assets.

Definition of Change of Control. For the purposes of this Agreement, the term "“Change of Control" ” shall mean: A change in control a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"the “Exchange Act”); provided that, without limitation, such a change in control Change of Control shall be deemed to have occurred if (a) any "“person" ” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation or any "“person" ” who on the date hereof is a director or officer of the Corporation Corporation, is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) percent or more of the combined voting power of the Corporation's ’s then outstanding securities, or ; (b) during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds (2/3) of the directors then in office who were directors at the beginning of the period, ; or (c) the sale sale, exchange or transfer of all or substantially all of the Bank Bank’s or Corporation's ’s assets.

Definition of Change of Control. For purposes of this Agreement, the term "Change of Control" shall mean: A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation or any "person" who on the date hereof is a director or officer of the Corporation is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation's then outstanding securities, or (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer of all or substantially all of the Bank or Corporation's assets.

Definition of Change of Control. For purposes of this Agreement, the ------------------------------- term "Change of Control" shall mean: A change in control of the Bank of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx XxxExchange Act")) if Bank was subject to the Exchange Act reporting requirements; provided that, without limitationlimiting the foregoing, such a change in control shall be deemed to have occurred if (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation Bank, or any "person" who on the date hereof of the public opening of the Bank is a director director, officer or officer initial shareholder of the Corporation Bank is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation Bank representing twenty-five percent (25%) or more of the combined voting power of the CorporationBank's then outstanding securities, provided, however, that transfer by gift, trust or by Last Will or applicable testate law shall not be deemed to cause a Change of Control for purposes of this Agreement, or (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer of all or substantially all of the Bank or Corporation's assets.

Definition of Change of Control. For purposes of this Agreement, the term "“Change of Control" ” shall mean: A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"the “Exchange Act”); provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any "“person" ” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation Bank or any "“person" ” who on the date hereof is a director or officer of the Corporation Bank is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 13 d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation Bank representing twenty-five fifty percent (2550%) or more of the combined voting power of the Corporation's Bank’s then outstanding securities, or (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer of all or substantially all of the Bank or Corporation's assets.

Definition of Change of Control. For purposes of this _______________________________ Agreement, the term "Change of Control" shall mean: A mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx XxxExchange Act"); provided that, without limitationxxxxxxxxxx, such a change xxxx x xxxxxe in control shall be deemed to have occurred if if: (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Corporation or any "person" who on the date hereof is a director or officer of the Corporation is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five thirty percent (2530%) or more of the combined voting power of the Corporation's then outstanding securities, or ; (b) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period, ; or (c) the sale or transfer of all or substantially all of the Bank or Corporation's assets.

Definition of Change of Control. For purposes of this AgreementAs used herein, the term "a “Change of Control" ” shall meanmean any of the following: A change in control (i) the occurrence of, or execution of an agreement providing for a nature that would be required to be reported in response to Item 6(e) merger, consolidation, division or other fundamental transaction involving the Company, a sale, exchange, transfer or other disposition of Schedule 14A substantially all of Regulation 14A and any successor rule the assets of the Company, or regulation promulgated under a purchase by the Securities Exchange Act Company of 0000 (xxx "Xxxxxxxx Xxx"); provided thatsubstantially all of the assets of another entity, without limitation, such a change in control shall be deemed to have occurred if unless (a) such merger, consolidation, division, sale, exchange, transfer, purchase, disposition or other transaction is approved in advance by eighty percent (80%) or more of the members of the Board of Directors of the Company who are not interested in the transaction and (b) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any "such transaction and a majority of the members of the Board of Directors of such entity’s parent corporation, if any, are former members of the Board of Directors of the Company; or (ii) any “person" ” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Act”))., other than the Corporation Company or any "“person" ” who on the date hereof is a director or officer of the Corporation Company is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing twenty-five percent twenty (2520%) percent or more of the combined voting power of the Corporation's Company’s then outstanding securities, ; or (biii) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period Grant Date constitute the Board of Directors of the Bank or Corporation Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning Grant Date; or (iv) any other change in control of the period, or (c) the sale or transfer of all or substantially all Company similar in effect to any of the Bank or Corporation's assetsforegoing.