Common use of Actions Upon the Occurrence of Certain Events Clause in Contracts

Actions Upon the Occurrence of Certain Events. Upon the occurrence of a Change in Control, any transaction or event described in 4(c) above, any change in applicable laws or regulations affecting the Plan or Awards hereunder, or any change in accounting principles affecting the financial statements of the Company or the Partnership, the Committee, in its sole discretion, without the consent of any Participant or holder of an Award, and on such terms and conditions as it deems appropriate, may take any one or more of the following actions: (i) provide for either (A) the termination of any Award in exchange for a payment in an amount, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights under such Award (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction or event, the Committee determines in good faith that no amount would have been payable upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Committee in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested; (ii) provide that such Award be assumed by the successor or survivor entity, or a parent or subsidiary thereof, or be exchanged for similar options, rights or awards covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of equity interests and prices; (iii) make adjustments in the number and type of Units (or other securities or property) subject to outstanding Awards, the number and kind of outstanding Awards, the terms and conditions of (including the exercise price) and/or the vesting and performance criteria included in, outstanding Awards; (iv) provide that such Award shall vest or become exercisable or payable, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and (v) provide that the Award cannot be exercised or become payable after such event and shall terminate upon such event and may also provide, in the Committee’s sole discretion, to pay or substitute the full value of such Award.

Actions Upon the Occurrence of Certain Events. Upon the occurrence of a Change in of Control, any transaction or event described in 4(c) above, any change in applicable laws law or regulations regulation affecting the Plan or Awards hereunderthereunder, or any change in accounting principles affecting the financial statements of the Company Company, the General Partner or the Partnership, the Committee, in its sole discretion, without the consent of any Participant or holder of an the Award, and on such terms and conditions as it deems appropriate, may take any one or more of the following actionsactions in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or an outstanding Award: (iA) provide for either (Ai) the termination of any Award in exchange for a payment in an amountamount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights under such Award (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction or event, event the Committee determines in good faith that no amount would have been payable attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company Committee without payment) or (Bii) the replacement of such Award with other rights or property selected by the Committee in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vesteddiscretion; (iiB) provide that such Award be assumed by the successor or survivor entity, or a parent or subsidiary thereof, or be exchanged for similar options, rights or awards covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of equity interests and prices; (iiiC) make adjustments in the number and type of Units (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Awards, Awards or in the terms and conditions of (including the exercise price) and/or ), and the vesting and performance criteria included in, outstanding Awards, or both; (ivD) provide that such Award shall vest or become be exercisable or payable, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and (vE) provide that the Award cannot be exercised or become payable after such event and event, i.e., shall terminate upon such event. Notwithstanding the foregoing, with respect to an above event and may also providethat is an “equity restructuring” event that would be subject to a compensation expense pursuant ASC 718, the provisions in Section 4(c) shall control to the Committee’s sole discretion, to pay or substitute extent they are in conflict with the full value discretionary provisions of such Awardthis Section 7.