Time of Change in Control. For purposes of this Agreement, a Change in Control of Xxxxxx United Bancorp shall be deemed to occur on the earlier of: (A) The first date on which a single person or entity or group of affiliated persons or entities acquire the beneficial ownership of 25% or more of Xxxxxx United Bancorp's voting securities; or (B) Forty-five (45) days prior to the date Xxxxxx United Bancorp enters into a definitive agreement to merge, consolidate, combine or sell the assets of Xxxxxx United Bancorp; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred; or (C) The date upon which the election of directors occurs qualifying under Section b(i)(C) above.
Appears in 2 contracts
Samples: Change in Control, Severance and Employment Agreement (Hudson United Bancorp), Change in Control, Severance and Employment Agreement (Hudson United Bancorp)
Time of Change in Control. For purposes of this Agreement, a Change in Control of Xxxxxx United Bancorp shall be deemed to occur on the earlier of:
(A) The first date on which a single person or entity or group of affiliated persons or entities acquire the beneficial ownership of 25% or more of Xxxxxx United Bancorp's Bancorps voting securities; or
(B) Forty-five (45) days prior to the date Xxxxxx United Bancorp enters into a definitive agreement to merge, consolidate, combine or sell the assets of Xxxxxx United Bancorp; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred; or
(C) The date upon which the election of directors occurs qualifying under Section b(i)(C) above.
Appears in 2 contracts
Samples: Change in Control, Severance and Employment Agreement (Hudson United Bancorp), Change in Control, Severance and Employment Agreement (Hudson United Bancorp)
Time of Change in Control. For purposes of this Agreement, a Change in Control of Xxxxxx Hudson United Bancorp shall be deemed to occur on the earlier of:
(A) The first date on which a single person or entity or group of affiliated persons or entities acquire the beneficial ownership of 25% or more of Xxxxxx Hudson United Bancorp's voting votixx securities; or
(B) Forty-five (45) days prior to the date Xxxxxx Hudson United Bancorp enters into a ixxx x definitive agreement to merge, consolidate, combine or sell the assets of Xxxxxx Hudson United Bancorp; provided providxx however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred; or
(C) The date upon which the election of directors occurs qualifying under Section b(i)(C) above.
Appears in 1 contract
Samples: Change in Control, Severance and Employment Agreement (Hudson United Bancorp)