Common use of Change of Control Price Clause in Contracts

Change of Control Price. The “Change of Control Price” shall equal the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever is applicable, as follows: (i) the price per Unit offered to holders of Units in any merger or consolidation, (ii) the per Unit Fair Market Value of the Units immediately before the Change of Control without regard to assets sold in the Change of Control and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per Unit in a dissolution transaction, (iv) the price per Unit offered to holders of Units in any tender offer or exchange offer whereby a Change of Control takes place, or (v) if such Change of Control occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 14.3, the Fair Market Value per Unit that may otherwise be obtained with respect to such Grants or to which such Grants track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Grants. In the event that the consideration offered to unitholders of the Company in any transaction described in this Section 14.3 or in Section 14.2 consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

Change of Control Price. The “Change of Control Price” shall equal the amount determined in the following clause (ia), (iib), (iiic), (ivd) or (ve), whichever is applicable, as follows: (ia) the price per Unit price offered to holders of Units unitholders in any merger or consolidation, (iib) the per Unit Fair Market Value value of the Units immediately before the Change of Control without regard to assets sold in the Change of Control and assuming the Company or the Partnership, as applicable, has received the consideration paid for the assets in the case of a sale of the assets, (iiic) the amount distributed per Unit in a dissolution transaction, (ivd) the price per Unit offered to holders of Units unitholders in any tender offer or exchange offer whereby a Change of Control takes place, or (ve) if such Change of Control occurs other than pursuant to a transaction described in clauses (ia), (iib), (iiic), or (ivd) of this Section 14.35, the Fair Market Value per Unit of the Units that may otherwise be obtained with respect to such Grants the Award or to which such Grants trackthe Award tracks, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Grantsthe Award. In the event that the consideration offered to unitholders of the Company Partnership in any transaction described in Section 4 above or this Section 14.3 or in Section 14.2 5 consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participantscash.