Common use of Other Corporate Transactions Clause in Contracts

Other Corporate Transactions. Notwithstanding the provisions of Section 3(b), in the event of a spin-off of the Division and at the sole discretion of the Administrator, to the extent a Participant receives common shares or other equity interests in the Company in respect of Payment for Share Equivalency Units in accordance with Article V of the Plan, the Participant may be required to present any such shares or interests for repurchase by the Company at a price equal to their Fair Market Value at the time of the spin-off of the Division (with the Participant’s Equity Appreciation Rights to continue, unaffected by the spin-off). In the event of any Division acquisitions, capital raising, or corporate transactions other than a Sale of the Division, Qualified IPO, or spin-off of the Company, the Administrator shall have the discretion to adjust the terms of this Award Agreement based on the effects of the transaction, including but not limited to: (i) adjusting any outstanding Hurdle; (ii) allocating debt or equity to the entity and accordingly charging the applicable interest expense or cost of capital to the entity; and/or (iii) diluting the existing Company shareholders, if any, and/or holders of Equity Appreciation Rights and other outstanding Share-based awards made by the Division, including but not limited to restricted share awards.

Other Corporate Transactions. Notwithstanding the provisions of Section 3(b3(a), in the event of a spin-off of the Division and at the sole discretion of the Administrator, to the extent a Participant receives common shares or other equity interests in the Company in respect of Payment for Share Equivalency Units in accordance with Article V of the Plan, the Participant may be required to present any such shares or interests for repurchase by the Company at a price equal to their Fair Market Value at the time of the spin-off of the Division (with the Participant’s Equity Appreciation Rights to continue, unaffected by the spin-off). In the event of any Division acquisitions, capital raising, or corporate transactions other than a Sale of the Division, Qualified IPO, or spin-off of the Company, the Administrator shall have the discretion to adjust the terms of this Award Agreement based on the effects of the transaction, including but not limited to: (i) adjusting any outstanding Hurdle; (ii) allocating debt or equity to the entity and accordingly charging the applicable interest expense or cost of capital to the entity; and/or (iii) diluting the existing Company shareholders, if any, and/or holders of Equity Appreciation Rights and other outstanding Share-based awards made by the Division, including but not limited to restricted share awards.