Common use of Change In Ownership of Assets Clause in Contracts

Change In Ownership of Assets. The date a person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) assets of the Bank that have a total gross fair market value exceeding 50% of the total fair market value of all of the assets of the Bank, determined immediately before such acquisition or acquisitions; provided that the acquirer is not a related person as defined in Regs. § 1. 409A-3(i)(5)(vii)(B). Gross fair market value of the assets shall be determined without regard to any liabilities associated with such assets. Persons will not be considered to be acting as a group solely because they acquire assets of the Bank at the same time; however, persons will be considered to be acting as a group if they are owners of a corporation which enters into a merger, consolidation, purchase of assets or similar business transaction with the Bank or MFC. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets or similar transaction, the shareholder shall be considered as acting as a group with other shareholders only to the extent of the ownership of the corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.