Common use of Termination Upon or Following a Change of Control Clause in Contracts

Termination Upon or Following a Change of Control. (a) For the purposes of this Agreement, a "Change of Control" of the Association shall be (i) an event of a nature that results in a Change of Control of the Association within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a 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 in effect on the date first above written), other than the Association or any person who on the date hereof is a director or officer of the Association, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Association (not including any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securities, (B) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Association together with any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association whose appointment or election by the Board of Directors of the Association or nomination for election by the Association's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Holding Company or the Association approve a merger or consolidation of the Association with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Association's outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Association (or similar transaction) in which no "person" is or becomes the "beneficial owner," directly or indirectly, of securities of the Association (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securities; or (D) the stockholders of the Association approve a plan of complete liquidation or dissolution of the Association or an agreement for the sale or disposition by the Association of all or substantially all of the Association's assets, other than a sale or disposition by the Association of all or substantially all of the Association's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% of the combined voting power in the election of directors of the voting securities of which are owned by stockholders of the Association in substantially the same proportions as their ownership of the Association any immediately prior to such sale.

Termination Upon or Following a Change of Control. (a) For the purposes of this Agreement, a "Change of Control" of the Association Holding Company shall be (i) an event of a nature that results in a Change of Control of the Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a 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 in effect on the date first above written), other than the Association Holding Company or any person who on the date hereof is a director or officer of the AssociationHolding Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Association Holding Company (not including any securities acquired directly from the Association Holding Company or its affiliates other than in connection with the acquisition by the Association Holding Company or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the AssociationHolding Company's then outstanding securities, (B) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Association Holding Company together with any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association Holding Company) whose appointment or election by the Board of Directors of the Association Holding Company or nomination for election by the AssociationHolding Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Holding Company or the Association approve a merger or consolidation of the Holding Company or the Association with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Association's Holding Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association Holding Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Association Holding Company (or similar transaction) in which no "person" is or becomes the "beneficial owner," directly or indirectly, of securities of the Association Holding Company (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association Holding Company or its affiliates other than in connection with the acquisition by the Association Holding Company or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the AssociationHolding Company's then outstanding securities; or (D) the stockholders of the Association Holding Company approve a plan of complete liquidation or dissolution of the Association Holding Company or an agreement for the sale or disposition by the Association Holding Company of all or substantially all of the AssociationHolding Company's assets, other than a sale or disposition by the Association Holding Company of all or substantially all of the AssociationHolding Company's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% of the combined voting power in the election of directors of the voting securities of which are owned by stockholders of the Association Holding Company in substantially the same proportions as their ownership of the Association any Holding Company immediately prior to such sale. A Change of Control of the Holding Company shall also include any event described in this section 5(a) if the term "Association" were substituted for the term "Holding Company" each time it appears herein.