Company Covenant Regarding Potential Change in Control. In the event of a Potential Change in Control, the Company shall, not later than 15 days thereafter, have established one or more rabbi trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential obligations of the Company that would arise assuming consummation of a Change in Control and a subsequent termination of your employment under Section 3(b). Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Company in the event of insolvency or bankruptcy of the Company.
Company Covenant Regarding Potential Change in Control. Upon the consummation of any Change in Control, the Company shall deposit cash, in an amount sufficient to provide for full payment of all potential obligations of the Company that would arise under this Agreement upon the occurrence of a Change in Control and a subsequent termination of your employment under Section 3(b), into one or more grantor trusts (within the meaning of subpart E, part I, subchapter JU, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, also known as a "rabbi trust") established by the Company for such purpose. Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Company in the event of insolvency or bankruptcy of the Company. For purposes of this Section 2(d), the "consummation of a Change in Control" shall be deemed to have occurred upon the closing of any of the transactions described in Section 2(a), which shall include, for the avoidance of doubt, (i) with respect to Section 2(a)(iii), the date on which the transaction or series of transactions that is approved by the stockholders of the Company is completed, and not the approval itself and (ii) with respect to Section 2(a)(iv), the date on which the transaction contemplated under the plan or agreement that is approved by the stockholders of the Company is completed, and not the approval itself.
Company Covenant Regarding Potential Change in Control. In the event of a Potential Change in Control or Change in Control, the Bank or the Company shall, not later than 15 days thereafter, have established one or more rabbi trusts and shall deposit therein cash in an amount sufficient to provide for full payment of all potential obligations of the Bank and the Company that would arise assuming consummation of a Change in Control, or has arisen in the case of an actual Change in Control, and a subsequent termination of your employment under Section 3(b). Such rabbi trust(s) shall be irrevocable and shall provide that neither the Bank nor the Company may, directly or indirectly, use or recover any assets of the trust(s) until such time as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Bank and the Company in the event of insolvency or bankruptcy of the Bank or the Company; provided, however, that if no Change in Control has occurred within two years after such Potential Change in Control, such rabbi trust(s) shall at the end of such two-year period become revocable and may thereafter be revoked by the Bank.
