Common use of Certain Other Transactions Clause in Contracts

Certain Other Transactions. In the event of (i) a dissolution or liquidation of ASC, (ii) a sale of all or substantially all of ASC’s assets, (iii) a merger or consolidation involving ASC in which ASC is not the surviving corporation or (iv) a merger or consolidation involving ASC in which ASC is the surviving corporation but the holders of Membership Units receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, (a) have the power to provide for the exchange of each Restricted Equity Unit outstanding immediately prior to such event (whether or not then vested) for restricted equity units on some or all of the property for which the Membership Units underlying such Restricted Equity Units are exchanged and, incident thereto, make an equitable adjustment, as determined by the Committee to be necessary or appropriate, (b) if appropriate, cancel, effective immediately prior to such event, any outstanding Restricted Equity Units (whether or not vested) and in full consideration of such cancellation pay to the Grantee an amount in cash, with respect to each underlying Membership Unit, equal to the value, as determined by the Committee in its sole discretion of securities and/or property (including cash) received by such holders of Membership Units as a result of such event, as the Committee may consider appropriate to prevent dilution or enlargement of rights; provided, however, that such cancellation and payment shall either be exempt from or comply with the requirements of Section 409A of the Code.

Certain Other Transactions. In the event of (i) a dissolution or liquidation of ASCthe Company, (ii) a sale of all or substantially all of ASCthe consolidated Company’s assets, (iii) a merger or consolidation involving ASC the Company in which ASC the Company is not the surviving corporation or (iv) a merger or consolidation involving ASC in which ASC where the Company is the surviving corporation but the holders of Membership Units shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, Board shall either (aA) have the power to provide for the exchange of each Restricted Equity Stock Unit outstanding immediately prior to such event (whether or not then vested) for a restricted equity units stock unit on some or all of the property for which the Membership Units shares of stock underlying such Restricted Equity Stock Units are exchanged and, incident thereto, make an equitable adjustment, as determined by the Committee Board, in the number or kind of securities or amount of property subject to be necessary or appropriate, the restricted stock units and/or (bB) if appropriate, cancel, effective immediately prior to such event, any outstanding Restricted Equity Units Stock Unit (whether or not exercisable or vested) and in full consideration of such cancellation pay to the Grantee an amount in cash, with respect to each underlying Membership Unitshare of Common Stock, equal to the value, as determined by the Committee Board in its sole discretion discretion, of securities and/or property (including cash) received by such the holders of Membership Units shares of Common Stock as a result of such event, as the Committee Board may consider appropriate to prevent dilution or enlargement of rights; provided, however, that such cancellation and payment shall either be exempt from or comply with the requirements of Section 409A of the Code.

Certain Other Transactions. In the event of (i) a dissolution or liquidation of ASC, (ii) a sale of all or substantially all of ASC’s assets, (iii) a merger or consolidation involving ASC in which ASC is not the surviving corporation or (iv) a merger or consolidation involving ASC in which ASC is the surviving corporation but the holders of Membership Units receive securities of another corporation and/or other property, including cash, the Committee Board shall, in its sole discretion, (a) have the power to provide for the exchange of each Restricted Equity Unit outstanding immediately prior to such event (whether or not then vested) for restricted equity units on some or all of the property for which the Membership Units underlying such Restricted Equity Units are exchanged and, incident thereto, make an equitable adjustment, as determined by the Committee Board to be necessary or appropriate, (b) if appropriate, cancel, effective immediately prior to such event, any outstanding Restricted Equity Units (whether or not vested) and in full consideration of such cancellation pay to the Grantee an amount in cash, with respect to each underlying Membership Unit, equal to the value, as determined by the Committee Board in its sole discretion of securities and/or property (including cash) received by such holders of Membership Units as a result of such event, as the Committee Board may consider appropriate to prevent dilution or enlargement of rights; provided, however, that such cancellation and payment shall either be exempt from or comply with the requirements of Section 409A of the Code.

Certain Other Transactions. In the event of (i) a dissolution or liquidation of ASCthe Company, (ii) a sale of all or substantially all of ASCthe Company’s assets, (iii) a merger or consolidation involving ASC the Company in which ASC the Company is not the surviving corporation or (iv) a merger or consolidation involving ASC the Company in which ASC the Company is the surviving corporation but the holders of Membership Units shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee Board shall, in its sole absolute discretion, (a) have the power to provide for the exchange of each Restricted Equity Unit RSU outstanding immediately prior to such event (whether or not then vestedexercisable) for restricted equity units RSUs on some or all of the property for which the Membership Units stock underlying such Restricted Equity Units RSUs are exchanged and, incident thereto, make an equitable adjustment, as determined by the Committee Board, to be necessary the number or appropriatekind of securities or amount of property subject to the RSUs and/or, (b) if appropriate, cancel, effective immediately prior to such event, any some or all of the outstanding Restricted Equity Units RSUs (whether or not vested) and in full consideration of such cancellation pay to the Grantee Participant an amount in cash, with respect to each underlying Membership Unitshare of Common Stock, equal to the value, as determined by the Committee Board in its sole discretion discretion, of securities and/or property (including cash) received by such holders of Membership Units shares of Common Stock as a result of such event, as the Committee Board may consider appropriate to prevent dilution or enlargement of rights; provided, however, that such cancellation and payment shall either be exempt from or comply with the requirements of Section 409A of the Code.