Change in Control Defined. Change in Control" means in any transaction or related series of transactions: (a) the acquisition (other than solely from the Company), by any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than the Company or any subsidiary, affiliate (within the meaning of Rule 144 under the Securities Act of 1933, as amended) or employee benefit plan of the Company, of beneficial ownership (within the meaning of Rule 13(d)(3) promulgated under the Exchange Act) of more than 30% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Voting Securities"); (b) a reorganization, merger, consolidation, share exchange or recapitalization of the Company (a "Business Combination"), other than a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were the holders of the Voting Securities; or (c) a complete liquidation or dissolution of the Company, or a sale of all or substantially all of the Company's assets.

Change in Control Defined. For the purposes of this Agreement, a "Change in Control" will mean any of the following: (i) a dissolution, liquidation or sale of substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation, or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise.

Change in Control Defined. A "change in control" shall mean any of the following:

Examples of Change in Control Defined in a sentence

B-15 10.2 Change in Control Defined..........................................
Section 3.8(a) of the Plan is hereby and restated to read in its entirety as follows: "Change in Control Defined.
Change in Control: Defined as the change in ownership of 80% of the outstanding total voting power of the Company or any merger or consolidation, or the sale of substantially all assets of the Company.
Therefore, in order to accomplish these objectives, the Board has caused the Company to include the provisions set forth in this Section 7.2. (a) Change in Control Defined .
SCHEDULE 2—CHANGE IN CONTROL (DEFINITION AS IT APPEARS IN THE AMENDED AND RESTATED CLIFFS 2007 INCENTIVE EQUITY PLAN, WHICH MAY BE AMENDED FROM TIME TO TIME) Change in Control Defined.

More Definitions of Change in Control Defined

Change in Control Defined. Change in Control" means the first to occur of any of the following: (A) the sale (including by merger, consolidation or sale of stock of subsidiaries or any other method) of all or substantially all of the assets of the Employer and its consolidated subsidiaries (taken as a whole) to any person or entity not directly or indirectly controlled by the holders of at least 50% of the Combined Voting Power of the then outstanding shares of capital stock of the Employer, (B) at any time prior to the consummation of an initial public offering of Class A Common Stock of the Employer or other common stock of the Employer having the voting power to elect directors, a transaction (except pursuant to such initial public offering) resulting in the Principal Shareholders owning, collectively, less than 50% of the Combined Voting Power of the then outstanding shares of capital stock of the Employer, (C) at any time after the consummation of an initial public offering of Class A Common Stock of the

Change in Control Defined. A "Change in Control" is deemed to have taken place if any of the following events occurs: (a) The shareholders of Millennium Bankshares approve a transaction for the merger, consolidation, or other combination of Millennium Bankshares with another corporation or business entity where the Holding Company is not the Surviving Entity, as defined below; (b) The shareholders of Millennium Bankshares approve the sale of all or substantially all the assets of Millennium Bankshares where the Holding Company is not the Surviving Entity, as defined below; or (c) a Person which does not presently hold at least 10% of the shares of the Company becomes, directly or indirectly, the beneficial owner of securities representing 50% or more of the voting power or the Holding Company’s then outstanding securities. “Person” is defined as any individual, entity or group (within the meaning of Section 13(d) (3) of the Securities and Exchange Act of 1934).

Change in Control Defined. A “Change in Control” is deemed to have taken place if any of the following events occurs: (a) The shareholders of Rockingham Heritage Bank (hereinafter identified as “Premier”) approve a transaction for the merger, consolidation, or other combination of Premier or RHB with another corporation or business entity where Premier or RHB is not the Surviving Entity, as defined below; (b) The shareholders of Premier approve the sale of all or substantially all the assets of Premier or RHB where Premier or RHB is not the Surviving Entity, as defined below; or (c) A Person which does not presently hold at least 10% of the shares of Premier becomes, directly or indirectly, the beneficial owner of securities representing 50% or more of the voting power or the Premier's then

Change in Control Defined. A “Change in Control” is deemed to have taken place if any of the following events occurs: (a) The shareholders of the parent holding company of Rockingham Heritage Bank (hereinafter identified as “Premier”) approve a transaction for the merger, consolidation, or other combination of Premier or RHB with another corporation or business entity where Premier or RHB is not the Surviving Entity, as defined below; (b) The shareholders of Premier approve the sale of all or substantially all the assets of Premier or RHB where Premier or RHB is not the Surviving Entity, as defined below; or (c) A Person which does not presently hold at least 10% of the shares of Premier becomes, directly or indirectly, the beneficial owner of securities representing 50% or more of the voting power or Premier’s then outstanding securities. “Person” is defined as any individual, entity or group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934).

Change in Control Defined. A "Change in Control" shall occur if any Person or group of Persons acting in concert, together with Affiliates thereof, shall in the aggregate, directly or indirectly, control or own (beneficially or otherwise) more than 50% of the issued and outstanding Voting Stock of the Company at any time after the date of Closing or shall otherwise have the ability to elect a majority of the members of the board of directors of the Company.

Change in Control Defined. A “Change in Control” shall occur if any Person or group of Persons acting in concert, together with Affiliates thereof (other than members of the Brown Family), shall in the aggregate, directly or indirectly, control or own (beneficially or otherwise) more than 50% of the issued and outstanding Voting Stock of the Company at any time after the First Closing Date or shall otherwise have the ability to elect a majority of the members of the board of directors of the Company.