Merger or Other Corporate Reorganization. No Loan Party shall enter into any reorganization, consolidation, amalgamation, arrangement, winding-up, merger or other similar transaction or convey, lease or dispose of all or substantially all of its assets without the prior written consent of the Noteholder Representative, except that any Subsidiary may merge, amalgamate or consolidate with any other Subsidiary that is a Loan Party, or may sell all or substantially all of its assets to any Subsidiary a Loan Party without the prior written consent of the Noteholder Representative.
Merger or Other Corporate Reorganization. In the event of: (I) a merger where the Bank is not the surviving corporation, (ii) a transfer of all or substantially all of the assets of the Bank or (iii) any acquisition, consolidation or other corporate reorganization where there is a change in ownership of at least fifty-one percent (51%) except as may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, and, in the event that this Agreement and Executive’s employment are terminated for any reason during the two-year period immediately following the effective date of consummation of such merger or other corporate reorganization by either Executive or by the surviving entity, in the event of merger; by either Executive or the transferee of assets in the event of a purchase or sale; or by either Executive or the acquirer, in the event of an acquisition of stock in the Bank, then Executive shall be entitled to the same severance benefits as contemplated by Paragraph F.5 below for a nine (9) month period immediately following such termination of this Agreement.
Merger or Other Corporate Reorganization. In the event of (i) a merger where Bancorp or its Bank subsidiary is not the surviving corporation, (ii) a transfer of all or substantially all of the assets of Bancorp or its Bank subsidiary, or (iii) any acquisition, consolidation, or other corporate reorganization where there is a change in ownership of at least fifty-one percent (51%) of either corporation, except that may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, and, in the event that this Agreement and Executive's employment are terminated for any reason by either Executive or by the surviving entity during the two (2) year period immediately following the effective date of consummation of such merger or other corporate reorganization, in the event of a merger, or in the event of an acquisition of stock in Bancorp, then Executive shall be entitled to each of the following benefits: (i) the Base Salary and pro-rata share of bonus pool earned by Executive prior to the date of termination, computed up to and including that date, (ii) accrued but unused vacation time, and (iii) an amount equal to twenty-four (24) months of Executive's Base Salary in effect immediately prior to the date of termination, which shall be payable in installments in accordance with Bancorp's normal payroll periods; provided, if Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended (the "Code") as of the date of termination, payments due during the first six (6) months following the date of termination shall not be paid but shall be accumulated and paid on the first normal payroll date following the date that is six months after the date of termination. Notwithstanding the foregoing, no such severance benefit shall be payable to Executive in the event that this Agreement is terminated during the above-described two (2) year period for any of the reasons delineated in Paragraph F.1 above.
Merger or Other Corporate Reorganization. In the event of: (i) a merger where either the Bank or the Company fails to be the surviving corporation, (ii) a transfer of all or substantially all of the assets of the Bank or the Company or (iii) any acquisition, consolidation or other corporate reorganization where there is a change in ownership of at least twenty-five percent (25%) of the Company’s stock except as may result from (i) a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, or (ii) the issuance of additional shares of stock by the Company in a public stock offering or similar transaction, (collectively, a “change in control”), this Agreement shall not be terminated, and the surviving entity shall be bound by all of the provisions of the Agreement. If in connection with or within one (1) year following the effective date of such “change in control,” Executive’s employment is terminated without cause or “constructively terminated” (as defined below), Executive (or her estate, representative or administrators) shall be entitled to receive from the Bank or its successor entity, as the case may be, a lump sum payment in an amount equal to twelve (12) months’ then base salary at the time of such termination. Such payment shall be in lieu of any other payments otherwise due under this Agreement, and this Agreement shall thereupon be terminated and be of no further force or effect. For purposes of this Agreement, “constructive termination” shall include: (i) any decrease in salary or benefits below those in effect for Executive immediately prior to the change in control, or (ii) any relocation of Executive to a location more than twenty-five (25) miles from that of her principal place of business immediately prior to the change in control. Notwithstanding the preceding paragraph, if the Bank and/or the Company is not the surviving entity in any transaction contemplated above and said transaction is in any manner the result of any suggestion or order of the Department of Financial Institutions, the Federal Reserve Board or the FDIC, then, in such event, this Agreement shall terminate immediately upon the consummation of such transaction and Executive agrees that all rights, duties and obligations and benefits herein conferred shall thereupon terminate and that Executive shall be entitled to no further compensation or benefits from the Bank other than as required by applicable law. In addition, the Bank shall not be required to make ...
Merger or Other Corporate Reorganization. In the event of: (i) a merger where the Bank is not the surviving corporation, (ii) a transfer of all or substantially all of the assets of the Bank or (iii) any acquisition, consolidation, or other corporate reorganization where there is a change in ownership of at least fifty-one percent (51%), except that may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, and, in the event that this Agreement and Executive's employment are terminated for any reason during the two (2) year period immediately following the effective date of consummation of such merger or other corporate reorganization by either Executive or by the surviving entity, in the event of a merger; by either Executive or the transferee of assets in the event of a purchase or sale, or by either Executive or the acquiror, in the event of an acquisition of stock in the Bank, then Executive shall be entitled to the same severance benefits as contemplated by Paragraph F.5 below for a six (6) month period immediately following such termination of this Agreement; provided, however, that if, on the first business day immediately preceding the effective time of such merger or other corporate reorganization, the Bank's total assets equal $200 million or greater, then Executive shall be entitled to said severance benefits for a two (2) year period immediately following such termination. Notwithstanding the foregoing, no such severance benefits shall be payable to Executive in the event that this Agreement is terminated during the above-described two-year period for any of the reasons delineated in Paragraph 5.1 above.
Merger or Other Corporate Reorganization. In the event of: (i) a merger where the Bank is not the surviving corporation, (ii) a transfer of all or substantially all of the assets of the Bank or (iii) any acquisition, consolidation, or other corporate reorganization where there is a change in ownership of at least fifty-one percent (S 1%), except that may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation, and, in the event that this Agreement and XxXxxxxxx'x employment are terminated (a) by XxXxxxxxx within six (6) months after such merger or reorganization, or (b) by the surviving entity for any reason other than as defined in section F.1, F.2, or F.3 above, during the two (2) year period immediately following the effective date of consummation of such merger or other corporate reorganization and/or (c) XxXxxxxxx'x title, duties and responsibilities are materially reduced by the surviving entity during two (2) year period, XxXxxxxxx shall be entitled to payment of a severance benefit in an amount equal to fifty percent (50%) of his then current annual salary; provided, however, that if, on the first business day immediately preceding the effective time of such merger or other corporate reorganization, the Bank's total assets equal $200 million or greater, then XxXxxxxxx shall be entitled to payment of a severance benefit in an amount equal to one hundred percent (100%) of his then current annual salary.
