3. Definition of Change in Control. Section (9)(c)(i) of the Agreement is hereby replaced in its entirety by the following:
(i) For the purposes of this Agreement, the term Change in Control shall mean:
(i) the reorganization, merger or consolidation of the Company with one or more individuals, corporations, partnerships, associations, joint-stock companies, trusts, estates, unincorporated organizations or any other business organizations (Persons), other than a transaction following which at least 51% of the ownership interests of the institution resulting from such transaction are owned by Persons who, immediately prior to such transaction, owned at least 51% of the outstanding voting share of the Company;
(ii) the acquisition of more than 25% of the voting shares of the Company by any Person or Persons acting in concert;
(iii) the acquisition of substantially all of the assets of the Company by any Person or Persons acting in concert; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on August 11, 2020; or
(B) individuals who first became members of the Board after August 11, 2020 either:
(1) upon election to serve as a member of the Board by the affirmative vote of a majority of the members of the Board, or a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of a majority of the members of the Board, or a nominating committee thereof, in office at the time of such first nomination.
For purposes of this definition, Person shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization.