Common use of Recapitalizations, etc Clause in Contracts

Recapitalizations, etc. (a) The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units, or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation, or otherwise. In the event of any of the foregoing occurrences or a conversion or exchange pursuant to Section 12(b), all references in this Agreement, the Sale Participation Agreement, the Option Plan, and any Stock Option Agreement to shares of Common Stock (including Purchased Stock and Option Stock), Option Exercise Prices, any other per share purchase price of Common Stock, and any similar terms contained herein or therein shall refer to such shares and prices as the same may be adjusted, exchanged, or converted in connection with any of the foregoing. (b) Prior to and in connection with an Initial Public Offering, the Company may effect, and may require the Management Stockholder to require the Management Stockholder Entities to participate in, any recapitalization or restructuring transaction or transactions in connection with which the Common Stock is converted or exchanged, pro rata, into or for new equity securities, the terms and conditions of which (i) shall preserve the limited liability of the Management Stockholder Entities with respect to such new equity securities and (ii) shall substantially preserve in all material respects the economic interest, priority, and other rights and privileges of the Management Stockholder Entities with respect to such new equity securities.

Recapitalizations, etc. (a) The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units, or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation, or otherwise. In the event of any of the foregoing occurrences or a conversion or exchange pursuant to Section 12(b), all references in this Agreement, Agreement and the Sale Participation Agreement, the Option Plan, and any Stock Option Agreement to shares of Common Stock (including Purchased Stock and Option Stock), Option Exercise Prices, any other per share purchase price of Common Stock, and any similar terms contained herein or therein shall refer to such shares and prices as the same may be adjusted, exchanged, or converted in connection with any of the foregoing. (b) Prior to and in connection with an Initial Public Offering, the Company may effect, and may require the Management Director Stockholder to require the Management Director Stockholder Entities to participate in, any recapitalization or restructuring transaction or transactions in connection with which the Common Stock is converted or exchanged, pro rata, into or for new equity securities, the terms and conditions of which (i) shall preserve the limited liability of the Management Director Stockholder Entities with respect to such new equity securities and (ii) shall substantially preserve in all material respects the economic interest, priority, and other rights and privileges of the Management Director Stockholder Entities with respect to such new equity securities.

Recapitalizations, etc. (a) The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units, or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation, or otherwise. In the event of any of the foregoing occurrences or a conversion or exchange pursuant to Section 12(b), all references in this Agreement, the Sale Participation Agreement, the Option Plan, and any Stock Option Agreement to shares of Common Stock (including Purchased Investment Stock and Option Stock), Option Exercise Prices, any other per share purchase price of Common Stock, and any similar terms contained herein or therein shall refer to such shares and prices as the same may be adjusted, exchanged, or converted in connection with any of the foregoing. (b) Prior to and in connection with an Initial Public Offering, the Company may effect, and may require the Management Stockholder to require the Management Stockholder Entities to participate in, any recapitalization or restructuring transaction or transactions in connection with which the Common Stock is converted or exchanged, pro rata, into or for new equity securities, the terms and conditions of which (i) shall preserve the limited liability of the Management Stockholder Entities with respect to such new equity securities and (ii) shall substantially preserve in all material respects the economic interest, priority, and other rights and privileges of the Management Stockholder Entities with respect to such new equity securities. 13. Management Stockholder’s Employment by the Company. Nothing contained in this Agreement or in any other agreement entered into by the Company and the Management Stockholder contemporaneously with the execution of this Agreement (subject to, and except as set forth in, the applicable provisions of any employment agreement entered into by and between the Management Stockholder and the Company or any of its Subsidiaries) (i) obligates the Company or any Subsidiary to employ the Management Stockholder in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such Subsidiary) from terminating the employment of the Management Stockholder at any time or for any reason whatsoever, with or without Cause, and the Management Stockholder hereby acknowledges and agrees that neither the Company nor any other Person has made any representations or promises whatsoever to the Management Stockholder concerning the Management Stockholder’s employment or continued employment by the Company or any Subsidiary.

Recapitalizations, etc. (a) The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units, or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation, or otherwise. In the event of any of the foregoing occurrences or a conversion or exchange pursuant to Section 12(b), all references in this Agreement, the Sale Participation Agreement, the Option Plan, and any Stock Option Agreement to shares of Common Stock (including Purchased Investment Stock and Option Stock), Option Exercise Prices, any other per share purchase price of Common Stock, and any similar terms contained herein or therein shall refer to such shares and prices as the same may be adjusted, exchanged, or converted in connection with any of the foregoing. (b) Prior to and in connection with an Initial Public Offering, the Company may effect, and may require the Management Stockholder to require the Management Stockholder Entities to participate in, any recapitalization or restructuring transaction or transactions in connection with which the Common Stock is converted or exchanged, pro rata, into or for new equity securities, the terms and conditions of which (i) shall preserve the limited liability of the Management Stockholder Entities with respect to such new equity securities and (ii) shall substantially preserve in all material respects the economic interest, priority, and other rights and privileges of the Management Stockholder Entities with respect to such new equity securities.

Recapitalizations, etc. (a) The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units, or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation, or otherwise. In the event of any of the foregoing occurrences or a conversion or exchange pursuant to Section 12(b), all references in this Agreement, Agreement and the Sale Participation Agreement, the Option Plan, and any Stock Option Agreement to shares of Common Stock (including Purchased Stock and Option Stock), Option Exercise Prices, any other per share purchase price of Common Stock, and any similar terms contained herein or therein shall refer to such shares and prices as the same may be adjusted, exchanged, or converted in connection with any of the foregoing. (b) Prior to and in connection with an Initial Public Offering, the Company may effect, and may require the Management Advisor Stockholder to require the Management Advisor Stockholder Entities to participate in, any recapitalization or restructuring transaction or transactions in connection with which the Common Stock is converted or exchanged, pro rata, into or for new equity securities, the terms and conditions of which (i) shall preserve the limited liability of the Management Advisor Stockholder Entities with respect to such new equity securities and (ii) shall substantially preserve in all material respects the economic interest, priority, and other rights and privileges of the Management Advisor Stockholder Entities with respect to such new equity securities.

Recapitalizations, etc. (a) The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units, or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation, or otherwise. In the event of any of the foregoing occurrences or a conversion or exchange pursuant to Section 12(b), all references in this Agreement, the Sale Participation Agreement, the Option Plan, and any Stock Option Agreement to shares of Common Stock (including Purchased Stock and Option Stock), Option Exercise Prices, any other per share purchase price of Common Stock, and any similar terms contained herein or therein shall refer to such shares and prices as the same may be adjusted, exchanged, or converted in connection with any of the foregoing. (b) Prior to and in connection with an Initial Public Offering, the Company may effect, and may require the Management Stockholder to require the Management Stockholder Entities to participate in, any recapitalization or restructuring transaction or transactions in connection with which the Common Stock is converted or exchanged, pro rata, into or for new equity securities, the terms and conditions of which (i) shall preserve the limited liability of the Management Stockholder Entities with respect to such new equity securities and securities, (ii) shall substantially preserve in all material respects the economic interest, priority, and other rights and privileges of the Management Stockholder Entities with respect to such new equity securities, and (iii) shall not impose any liabilities on the Management Stockholder Entities.