Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.
Pending Change of Control means:
Pending Change of Control means the occurrence of one of the following events as the result of which a Change in Control pursuant thereto is reasonably expected within ninety (90) days after the date of determination as to whether there is a Pending Change in Control: (i) the Company executes a letter of intent, term sheet or similar instrument with respect to a transaction or series of transactions, the consummation of which would result in a Change of Control; (ii) the Board approves a transaction or series of transactions, the consummation of which would result in a Change of Control; (iii) a Person makes a public announcement of a tender offer for the Common Stock of the Company, the consummation of which would result in a Change of Control; or (iv) a Person makes a public announcement of, or makes a public filing with respect to, the intention of that Person to seek to change the membership of the Board of Directors of the Company in a manner that would result in a Change of Control. A Pending Change of Control shall cease to exist upon a Change of Control.
Examples of Pending Change of Control in a sentence
The Boards of Directors of the Company and the Bank have concluded that it is in the best interests of the Bank and the Company to provide the Officer with assurance that he or she will receive payment equal to one year’s salary if his or her employment is terminated for certain specified reasons within one (1) year after a Change of Control or Pending Change of Control as defined herein on the terms set forth herein.
The Bank or the Company may discharge the Officer at any time prior to the occurrence of a Pending Change of Control for any reason or for no reason.
More Definitions of Pending Change of Control
Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; or (ii) the commencement of a tender offer which, if successful, would result in a Change of Control. In the event that such transaction or tender offer which constituted a Pending Change of Control is terminated before a Change of Control occurs, the Pending Change of Control shall be treated as if it had not occurred following such termination.
Pending Change of Control shall have the meaning set forth in Section 2(c) of this Agreement.
Pending Change of Control means a Change of Control for which substantial steps are being taken or formal discussions are being made by the Corporation and a third party.
Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control; (iv) the Company or any person publicly announces an intention to take or to consider taking action, which, if consummated, would constitute a Change of Control; (v) any person (other than the Company, the Bank or an employee benefit plan of either) is or becomes the beneficial owner, directly or indirectly, (or discloses directly or indirectly to the Company or the public a plan to become the beneficial owner) of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; or (vi) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Pending Change of Control has occurred. For purposes of this paragraph, if a termination of the Executive's employment occurs prior to a Change of Control, but following a Pending Change of Control, such termination shall be deemed to have followed a Change of Control and to have been: (i) by the Company without Cause, if the Executive's employment is terminated without Cause with the encouragement of, or at the direction of, a third party, or (ii) by the Executive with Good Reason, if the Executive terminates the Executive's employment with Good Reason and the act (or failure to act) which constitutes Good Reason occurs following such Potential Change of Control and with the encouragement of, or at the direction of, a third party.
Pending Change of Control means the occurrence of one of the following events as the result of which a Change of Control pursuant thereto is reasonably expected to occur within ninety (90) days after the date of determination as to whether there is a Pending Change of Control: (i) the Company executes a letter of intent, term sheet or similar instrument with respect to a transaction or series of transactions, the consummation of which would result in a Change of Control; (ii) the Board approves a transaction or series of transactions, the consummation of which would result in a Change of Control; (iii) a Person makes a public announcement of a tender offer for the Common Stock of the Company, the consummation of which would result in a Change of Control; or (iv) a Person makes a public announcement of, or makes a public filing with respect to, the intention of that Person to seek to change the membership of the Board of Directors of the Company in a manner that would result in a Change of Control. A Pending Change of Control shall cease to exist upon a Change of Control. Should the Executive be terminated for any other reason than that described in Section 2(a), the Executive shall be entitled to severance pay, the amount of which shall be determined by the Compensation Committee of the Board of Directors taking into consideration the Executive’s contributions to the Company’s success and growth and the Executive’s length of service; provided, however, that if the Executive is terminated for cause there shall be no severance payment.
Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control. Notwithstanding anything contained herein to the contrary, a Pending Change of Control shall not have been deemed to occur unless the Change of Control contemplated by such Pending Change of Control does, in fact, occur.
Pending Change of Control means any Change of Control with respect to which the Company enters into a definitive agreement prior to the second anniversary of the Effective Date which has not been completed or terminated as of the second anniversary of the Effective Date. Pending Change of Control shall include any Change of Control with respect to which the Company enters into a binding agreement within thirty days after the termination of any other Pending Change of Control.