Common use of Adjustments for Recapitalizations and Reorganizations Clause in Contracts

Adjustments for Recapitalizations and Reorganizations. (a) The Units with respect to which Awards may be granted under the Plan are Units as presently constituted, but if, and whenever, prior to the expiration or satisfaction of an Award theretofore granted, EnLink Midstream shall effect a subdivision or consolidation of Units or the payment of a distribution on Units in the form of EnLink Midstream Units without receipt of consideration by EnLink Midstream, the number of Units with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Units, shall be proportionately increased, and the exercise price per Unit shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Units, shall be proportionately reduced, and the exercise price per Unit shall be proportionately increased. (b) If EnLink Midstream recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of an Award theretofore granted the Participant shall be entitled to (or entitled to purchase, if applicable) under such Award, in lieu of the number of Units then covered by such Award, the number and class of units or other securities to which the Participant would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Participant had been the holder of record of the number of Units then covered by such Award. (c) In the event of changes in the outstanding Units by reason of a reorganization, merger, consolidation, combination, separation (including a spin-off or other distribution of Units or property), exchange, or other relevant change in capitalization occurring after the Grant Date of any Award and not otherwise provided for by this Section 4.2, any outstanding Awards and any Award Agreements evidencing such Awards shall be subject to adjustment by the Committee in its absolute discretion as to the number, price and kind of units or other consideration subject to, and other terms of, such Awards to reflect such changes in the outstanding Units. (d) In the event of any changes in the outstanding Units provided for in this Section 4.2, the aggregate number of Units available for grant of Awards under the Plan shall be equitably adjusted by the Committee, whose determination shall be conclusive. Any adjustment provided for in this Section 4.2 shall be subject to any required unitholder action.

Appears in 4 contracts

Samples: Long Term Incentive Plan (EnLink Midstream, LLC), Long Term Incentive Plan (EnLink Midstream, LLC), Long Term Incentive Plan (EnLink Midstream, LLC)

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Adjustments for Recapitalizations and Reorganizations. (a) The Units shares with respect to which Awards may be granted under the Plan are Units shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration or satisfaction of an Award theretofore granted, EnLink Midstream AdamsLabs shall effect a subdivision or consolidation of Units shares of Common Stock or the payment of a distribution stock dividend on Units in the form of EnLink Midstream Units Common Stock without receipt of consideration by EnLink MidstreamAdamsLabs, the number of Units shares of Common Stock with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Units, shares shall be proportionately increased, and the exercise price per Unit share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Units, shares shall be proportionately reduced, and the exercise price per Unit share shall be proportionately increased. (b) If EnLink Midstream AdamsLabs recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of an Award theretofore granted the Participant shall be entitled to (or entitled to purchase, if applicable) under such Award, in lieu of the number of Units shares of Common Stock then covered by such Award, the number and class of units shares of stock or other securities to which the Participant would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Participant had been the holder of record of the number of Units shares of Common Stock then covered by such Award. (c) In the event of changes in the outstanding Units Common Stock by reason of a reorganizationrecapitalizations, mergerreorganizations, consolidationmergers, combinationconsolidations, separation combinations, separations (including a spin-off or other distribution of Units stock or property), exchange, exchanges or other relevant change changes in capitalization occurring after the Grant Date date of grant of any Award and not otherwise provided for by this Section 4.26.2, any outstanding Awards and any Award Agreements evidencing such Awards shall be subject to adjustment by the Committee in Board at its absolute discretion as to the number, price and kind of units shares or other consideration subject to, and other terms of, such Awards to reflect such changes in the outstanding UnitsCommon Stock. (d) In the event of any changes in the outstanding Units Common Stock provided for in this Section 4.26.2, the aggregate number of Units shares available for grant of Awards under the Plan shall may be equitably adjusted by the CommitteeBoard, whose determination shall be conclusive. Any adjustment provided for in this Section 4.2 6.2 shall be subject to any required unitholder stockholder action.

Appears in 1 contract

Samples: Executive Employment Agreement (Adams Laboratories, Inc.)

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