DEFINITION OF DATE OF CHANGE IN CONTROL. For purposes of this Agreement, the "Date of Change in Control" shall mean: (a) the date of the closing of an agreement resulting in the transfer of fifty percent (50%) or more of the total gross fair market value of the assets of Corporation and/or Bank, within a period of twelve months, to any individual, corporation, partnership, trust or other entity or organization ("Person") or group of Persons acting in concert as a partnership or other group, other than a Person controlling, controlled by or under common control with Corporation or Bank; (b) the date on which any Person or group of Persons acting in concert as a partnership or other group, other than a Person controlling, controlled by or under common control with Corporation or Bank, acquires ownership of stock in Corporation, that together with stock held by such Person or group, constitutes more than 50 percent (50%) of the total fair market value or total voting power of the stock of Corporation, provided such Person or group did not own more than 50 percent (50%) of the total fair market value or total voting power of the stock of Corporation prior to such acquisition; or (c) the date on which individuals who formerly constituted a majority of the Board of Directors of the Bank and Corporation under Section 3(c) hereof and the replacement directors otherwise approved under Section 3(c) cease to be a majority within a one year period.
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Samples: Change in Control and Severance Agreement (Fidelity D & D Bancorp Inc), Change in Control and Severance Agreement (Fidelity D & D Bancorp Inc)
DEFINITION OF DATE OF CHANGE IN CONTROL. For purposes of this Agreement, the "Date of Change in Control" shall mean::
(a) the date of the closing of an agreement resulting in the transfer of fifty percent (50%) or more of the total gross fair market value of the assets of Corporation and/or Bank, within a period of twelve months, to any individual, corporation, partnership, trust or other entity or organization ("Person") or group of Persons acting in concert as a partnership or other group, other than a Person controlling, controlled by or under common control with Corporation or Bank;;
(b) the date on which any Person or group of Persons acting in concert as a partnership or other group, other than a Person controlling, controlled by or under common control with Corporation or Bank, acquires ownership of stock in Corporation, that together with stock held by such Person or group, constitutes more than 50 percent (50%) of the total fair market value or total voting power of the stock of Corporation, provided such Person or group did not own more than 50 percent (50%) of the total fair market value or total voting power of the stock of Corporation prior to such acquisition; oror
(c) the date on which individuals who formerly constituted a majority of the Board of Directors of the Bank and Corporation under Section 3(c) hereof and the replacement directors otherwise approved under Section 3(c) cease to be a majority within a one year period..
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Samples: Change in Control and Severance Agreement (Fidelity D & D Bancorp Inc)
DEFINITION OF DATE OF CHANGE IN CONTROL. For purposes of this Agreement, the "Date of Change in Control" shall mean:
(a) the date of the closing of an agreement resulting in the transfer of fifty forty percent (5040%) or more of the total gross fair market value of the assets of Corporation and/or and Bank, within a period of twelve months, to any individual, corporation, partnership, trust or other entity or organization ("Person") or group of Persons acting in concert as a partnership or other group, other than a Person controlling, controlled by or under common control with Corporation or Bank;
(b) the date on which any Person or group of Persons acting in concert as a partnership or other group, other than a Person controlling, controlled by or under common control with Corporation or Bank, acquires ownership of stock in Corporation, that together with stock held by such Person or group, constitutes more than 50 percent (50%) of the total fair market value or total voting power of the stock of Corporation, provided such Person or group did not own more than 50 percent (50%) of the total fair market value or total voting power of the stock of Corporation prior to such acquisition; or
(c) the date on which individuals who formerly constituted a majority of the Board of Directors of the Bank and Corporation under Section 3(c) hereof and the replacement directors otherwise approved under Section 3(c) cease to be a majority within a one year period.
Appears in 1 contract
Samples: Change in Control and Severance Agreement (Fidelity D & D Bancorp Inc)