Substantial Change in Ownership definition

Substantial Change in Ownership means a transaction or series of transactions in which a Controlling Interest in the Company or Bank is acquired by or for a person or business entity, either of which did not own, either directly or indirectly, a Controlling Interest in the Company or Bank. The above shall not apply to stock purchased by any tax-qualified employee stock ownership plan or such type of benefit plan sponsored by the Company or any of its subsidiaries.
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Substantial Change in Ownership means a transaction or series of transactions in which a Controlling Interest in the Company is acquired by or for a person or business entity, either of which did not own, either directly or indirectly, a Controlling Interest in the Company on the effective date of this Agreement. The above shall not apply to stock acquired and held by First Community Financial Group, Inc. Employee Stock Ownership Plan with 401(k) Provisions (KSOP).
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Substantial Change in Ownership means a transaction or series of transactions in which a Controlling Interest in the Bank is acquired by or for a person or business entity, either of which did not own, either directly or indirectly, a Controlling Interest in the Bank on the effective date of this Agreement. The above shall not apply to stock acquired and held by the United Bancshares, Inc. Employee Stock Ownership Plan with 401(k) Provisions (“KSOP”).
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Examples of Substantial Change in Ownership in a sentence

  • For the purposes of determining if a Substantial Change in Ownership has occurred, an individual, corporation, other entity or group shall not be deemed to hold any Common Stock or Recapitalized Stock issuable upon the conversion of any convertible securities of the Company or a Subsidiary or upon the exercise of any option or warrant for or other right to purchase Common Stock or Recapitalized Stock unless such Common Stock or Recapitalized Stock has actually been issued upon conversion or exercise.

  • Such Substantial Change in Ownership or a Merger shall be deemed a Change of Control, for the purposes of this Agreement, and transfers made on account of deaths or gifts, transfers between family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change in Control.

  • A Substantial Change in Ownership shall mean a transaction or series of transactions in which a Controlling Interest* in the Bank is acquired by or for a person or business entity, either of which did not own, either directly or indirectly a Controlling Interest in the Bank on the date that this Agreement was executed.

  • CHANGE IN CONTROL A Buyout, Merger or Substantial Change in Ownership.

  • Such Substantial Change in Ownership or a Merger shall be deemed a Change of Control for the purposes of this Agreement, and transfers made on account of deaths or gifts, transfers between family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change in Control.

  • In the event of a Buyout, Merger, or Substantial Change in Ownership the following vesting schedule shall apply.

  • The Officer may retire after age 55 with the approval of the Board of Directors unless there has been a Buyout, Merger, or Substantial Change in Ownership.

  • A Substantial Change in Ownership* shall mean a transaction or series of transactions in which a Controlling Interest* in the Bank is acquired by or for a person or business entity, either of which did not own, either directly or indirectly a Controlling Interest in the Bank on the date that this Agreement was executed.

  • For the purposes of determining if a Substantial Change in Ownership has occurred, an individual, corporation, other entity or group shall not be deemed to hold any Common stock or Recapitalized Stock issuable upon the conversion of any convertible securities of the Company or a subsidiary or upon the exercise of any option or warrant for or other right to purchase Common stock or Recapitalized Stock unless such Common stock or Recapitalized Stock has actually been issued upon conversion or exercise.


More Definitions of Substantial Change in Ownership

Substantial Change in Ownership. A transaction or series of transactions in which fifteen percent or more of the voting stock of the Bank is acquired by or for a person or business entity, either of which did not own, either directly or indirectly, a controlling interest in the voting stock of the Bank on the date that this Agreement was executed. The above shall not apply to stock purchased by the Employee Stock Ownership Plan (ESOP) at Commercial Banking and Trust Company.
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Related to Substantial Change in Ownership

  • Change in Ownership means change of ownership of the Bidder/Member in a Bidding Consortium by way of merger/ acquisition/ amalgamation/ reorganisation/ consolidation/ demerger;

  • Substantial Change means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

  • Change in Ownership or Control means a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

  • Potential Change in Control means the occurrence of any of the following events:

  • Potential Change of Control means any public announcement or statement by the Issuer, or by any actual or potential bidder(s) relating to any potential Change of Control of the Issuer.

  • Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.

  • Change in Management will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with the Manager or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.

  • Change of Ownership means a change in the individual or legal organization that is responsible for the operation of a nursing facility. Change of ownership does not include changes in personnel, e.g., a change of administrators. Events that change ownership include, but are not limited to, the following:

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.

  • Substantial Block means a number of shares of Voting Stock which have 10% or more of the aggregate voting power of all outstanding shares of Voting Stock.

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Substantial Portion means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the Borrower and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

  • Ownership Change means a change in a hospital’s owner, lessor, or operator under 42 CFR 489.18(a).

  • Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Substantial modification means modification of a relevant source that results in a significant increase in emissions, excluding any change in emissions resulting from by-product recovery. It shall be a matter for the Party to decide whether a modification is substantial or not;

  • Substantial evidence means evidence that:

  • Common ownership means that more than 50% of the voting control of each member of a combined group is directly or indirectly owned by a common owner or owners, either corporate or non-corporate, whether or not the owner or owners are members of the combined group. Whether voting control is indirectly owned shall be determined in accordance with section 318 of the federal Internal Revenue Code, 26 U.S.C. s.318.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Substantial cause means Employee’s (1) failure to substantially perform Employee’s duties; (2) material breach of this Agreement; (3) misconduct, including but not limited to, use or possession of illegal drugs during work and/or any other action that is damaging or detrimental in a significant manner to the Company; (4) conviction of, or plea of guilty or nolo contendere to, a felony; or (5) failure to cooperate with, or any attempt to obstruct or improperly influence, any investigation authorized by the Board of Directors or any governmental or regulatory agency.

  • Substantial rehabilitation means, with respect to the SAIL Program, to bring a Development back to its original state with added improvements, where the value of such repairs or improvements (excluding the costs of acquiring or moving a structure) exceeds 40 percent of the appraised as is value (excluding land) of such Development before repair and less than 50 percent of the proposed construction work consists of new construction. For purposes of this definition, the value of the repairs or improvements means the Development Cost. To be considered “Substantial Rehabilitation,” there must be at least the foundations remaining from the previous structures, suitable to support the proposed construction.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Substantial action means adopting, publicizing, and implementing a formal plan to cease scrutinized business operations within 1 year and to refrain from any new business operations.

  • Parent Change of Control means the occurrence of any of the following:

  • Significant change means a major decline or improvement in the tenant’s status which does not normally resolve itself without further interventions by staff or by implementing standard disease-related clinical interventions that have an impact on the tenant’s mental, physical, or functional health status.

  • Substantial disruption means without limitation that any one or more of the following occur as a result of the bullying: