the consummation of a merger, consolidation or other corporate reorganization (other than a holding company reorganization) of either the Parent or the Bank in which either entity does not survive, or if such entity survives, the equityholders of such entity before such transaction do not own more than 40% of, respectively, # the equity securities of the surviving entity and # the combined voting power of any other outstanding securities entitled to vote on the election of directors of the surviving entity;

The shareholders of the Company or the Bank approve a merger or consolidation of the Company or the Bank with any other corporation, other than # a merger or consolidation which would result in the voting securities of the Company or the Bank outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or the Bank, or such surviving entity outstanding immediately after such merger or consolidation, or # a merger or consolidation effected to implement a recapitalization of the Company or the Bank (or similar transaction) in which no person (as hereinabove defined) acquires more than 25% of the combined voting power of the Company’s or the Bank’s then outstanding securities; or

the stockholders of the Bank approve a merger or consolidation of the Bank with any other corporation, other than # a merger or consolidation which would result in the voting securities of the Bank outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Bank or such surviving entity outstanding immediately after such merger or consolidation or # a merger or consolidation effected to implement a recapitalization of the Bank (or similar transaction) in which no person or entity acquires more than 25% of the combined voting power of the Bank's then outstanding securities;

The shareholders of the Company or the Bank approve a merger or consolidation of the Company or the Bank with any other corporation, other than # a merger or consolidation which would result in the voting securities of the Company or the Bank outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or the Bank, or such surviving entity

The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of # the continuing or surviving entity and # any direct or indirect parent corporation of such continuing or surviving entity; or