COMPANY CHANGE IN CONTROL PAYMENT Clause Samples

COMPANY CHANGE IN CONTROL PAYMENT. The Company will pay to Parent the sum of $1,000,000 (as such amount may be adjusted pursuant to Section 9.03(b)(3), the "COMPANY CHANGE IN CONTROL PAYMENT"), if (1) (x) Parent or the Company has terminated this Agreement pursuant to Section 9.01(e) as a result of the non-receipt of approval of the Company's shareholders, or (y) Parent has terminated this Agreement pursuant to Section 9.01(d), Section 9.01(f), or Section 9.01(g), AND (2) within eighteen months of any termination described in Section 9.03(b)(1), the Company or the Company Bank shall have entered into an agreement to engage in an Acquisition Transaction (as defined in Section 1.01) with any Person other than Parent or any affiliate of Parent. (3) ADJUSTMENT TO AMOUNT OF COMPANY CHANGE IN CONTROL PAYMENT. The amount of the Company Change in Control Payment shall be reduced by (i) the amount of any Expenses paid by the Company to Parent pursuant to Section 9.02(b) and (ii) by the amount of any Company Breach Payment paid by the Company to Parent pursuant to Section 9.03(a). Notwithstanding the foregoing, in no event shall the amount of the Company Change in Control Payment be less than $500,000. (4) EXCLUSIVITY OF COMPANY CHANGE IN CONTROL PAYMENT AS REMEDY. Notwithstanding anything to the contrary set forth in this Agreement, if the Company pays or causes to be paid to Parent the Company Change in Control Payment, neither the Company nor any affiliate will have any further obligations or liabilities to Parent or Parent Bank or any other Person with respect to this Agreement or the transactions contemplated by this Agreement.