DEFINITION OF DATE OF CHANGE IN CONTROL. For purposes of this Agreement, the Date of Change in Control shall mean: (a) the first date on which a single person and/or entity, or group of affiliated persons and/or entities, acquire the beneficial ownership of fifty percent (50%) or more of the Corporation’s voting securities, or more than fifty percent (50%) of the total fair market value of the Corporation, or (b) the date of the closing of an Agreement, transferring all or substantially all of the Bank or Corporation’s assets, or (c) the date on which a merger, consolidation or business combination is consummated, as applicable, or (d) the date on which individuals who formerly constituted a majority of the Board of Directors of the Bank or Corporation under Section 15(b) hereof and the replacement Directors otherwise approved under Section 15(b), ceased to be a majority within a one year period.
Appears in 3 contracts
Samples: Employment Agreement (Citizens Financial Services Inc), Executive Employment Agreement (Citizens Financial Services Inc), Executive Employment Agreement (Citizens Financial Services Inc)
DEFINITION OF DATE OF CHANGE IN CONTROL. For purposes of this Agreement, the Date of Change in Control shall mean:
: (a) the first date on which a single person and/or entity, or group of affiliated persons and/or entities, acquire the beneficial ownership of fifty percent (50%) or more of the Corporation’s voting securities, or more than fifty percent (50%) of the total fair market value of the Corporation, or
or (b) the date of the closing of an Agreement, transferring all or substantially all of the Bank or Corporation’s assets, or
or (c) the date on which a merger, consolidation or business combination is consummated, as applicable, or
or (d) the date on which individuals who formerly constituted a majority of the Board of Directors of the Bank or Corporation under Section 15(b) hereof and the replacement Directors otherwise approved under Section 15(b), ceased to be a majority within a one year period.
Appears in 1 contract
Samples: Executive Employment Agreement (Citizens Financial Services Inc)
DEFINITION OF DATE OF CHANGE IN CONTROL. For purposes of this Agreement, the Date of Change in Control shall mean:
(a) the first date on which a single person and/or entity, or group of affiliated persons and/or entities, acquire the beneficial ownership of fifty percent (50%) or more of the Corporation’s voting securities, or more than fifty percent (50%) of the total fair market value of the Corporation, or
(b) the date of the closing of an Agreement, transferring all or substantially all of the Bank or Corporation’s assets, or
(c) the date on which a merger, consolidation or business combination is consummated, as applicable, or
(d) the date on which individuals who formerly constituted a majority of the Board of Directors of the Bank or Corporation under Section 15(b) hereof and the replacement Directors Director’s otherwise approved under Section 15(b), ceased to be a majority within a one year period.
Appears in 1 contract
Samples: Executive Employment Agreement (Citizens Financial Services Inc)