Common use of Merger or Corporate Reorganization Clause in Contracts

Merger or Corporate Reorganization. Executive’s employment with Bank and the Term shall terminate upon the occurrence of any of the following: (i) a merger, consolidation or reorganization where the shareholders of Bank immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of the resulting or surviving institution; (ii) a merger, consolidation or reorganization where the shareholders of Bank immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of Bank, partnership or limited liability company that controls the resulting or surviving institution; (iii) a transfer of all or substantially all of the assets of Bank to an entity where the shareholders of Bank immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of the entity; or (iv) a sale of more than fifty percent (50%) of the outstanding Common Stock of Bank in a transaction or series of related transactions. The foregoing events shall hereafter be referred to as a “Triggering Event.”

Appears in 4 contracts

Samples: Employment Agreement (Discovery Bancorp), Employment Agreement (Discovery Bancorp), Employment Agreement (Discovery Bancorp)

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Merger or Corporate Reorganization. Executive’s employment with Bank the Corporation and the Term shall terminate upon the occurrence of any of the following: (i) a merger, consolidation or reorganization where the shareholders shareholder of Bank the Corporation immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of the resulting or surviving institution; (ii) a merger, consolidation or reorganization where the shareholders shareholder of Bank the Corporation immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of Bankthe corporation, partnership or limited liability company that controls the resulting or surviving institution; (iii) a transfer of all or substantially all of the assets of Bank the Corporation to an entity where the shareholders shareholder of Bank the Corporation immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of the entity; or (iv) a sale of more than fifty percent (50%) of the outstanding Common Stock of Bank the Corporation in a transaction or series of related transactions. The foregoing events shall hereafter be referred to as a “Triggering Event.”

Appears in 2 contracts

Samples: Employment Agreement (Discovery Bancorp), Employment Agreement (Discovery Bancorp)

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Merger or Corporate Reorganization. ExecutiveConsultant’s employment with Bank and the Term shall terminate services under this Agreement may be terminated upon the occurrence of any of the following: (i) a merger, consolidation or reorganization where the shareholders shareholder of Bank the Corporation immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of the resulting or surviving institution; (ii) a merger, consolidation or reorganization where the shareholders shareholder of Bank the Corporation immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of Bankthe corporation, partnership or limited liability company that controls the resulting or surviving institution; (iii) a transfer of all or substantially all of the assets of Bank the Corporation to an entity where the shareholders shareholder of Bank the Corporation immediately preceding the closing of the transaction will not own immediately after the closing of the transaction more than fifty percent (50%) of the entity; or (iv) a sale of more than fifty percent (50%) of the outstanding Common Stock of Bank the Corporation in a transaction or series of related transactions. The foregoing events shall hereafter be referred to as a “Triggering Event.”

Appears in 1 contract

Samples: Consulting Agreement (Discovery Bancorp)

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