Successors of the Bank. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank, by agreement in form and substance satisfactory to the Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. Failure of the Bank to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Bank in the same amount and on the same terms as the Employee would be entitled hereunder if the Employee terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Bank” as hereinbefore defined shall include any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 13 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.
Successors of the Bank. If the Bank sells, assigns or transfers all or substantially all of its business and assets to any entity other than an entity more than 50% of the voting securities of which are owned by the Parent (any such event, a “Sale of Business”), then the Bank shall assign all of its right, title and interest in this Agreement as of the date of such event to such entity, and the Bank shall cause such entity, by written agreement in form and substance reasonably satisfactory to the Executive, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Bank. In case of (i) such assignment by the Bank and of assumption and agreement by such entity or (ii) if the Bank merges into or consolidates or otherwise combines (where the Bank does not survive such combination) with any Person, as used in this Agreement, “Bank” shall thereafter mean such entity which executes and delivers the agreement provided for in this Section 5(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such entity.
Successors of the Bank. The Bank, prior to the occurrence of a Change in Control, will use its best efforts to require any successor organization, by written agreement, in form and substance satisfactory to the Employee in her reasonable discretion, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it, if no such Change in Control had taken place. Failure of the Bank to obtain such written agreement prior to the effectiveness of any such Change in Control shall entitle the Employee, subject to the performance by the Employee of any obligations under Section 6(c) of this Agreement (to the extent required thereby), to terminate her employment with the Bank for Good Reason as of the effective date of such Change in Control, and to receive the Change in Control Benefit from the Bank, in accordance with, and as determined under, Section 6 of this Agreement. As used in this Agreement, “Company”, as hereinbefore defined, shall also include any such successor organization, as aforesaid, which executes and delivers the written agreement provided for in this Section 14(a), or which, otherwise, becomes bound by all the terms and provisions of this Agreement, by operation of law.
Successors of the Bank. The rights and obligations of the Bank under the Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Bank.
