reputation of the Company or any Subsidiary, (v) failure of the Participant to deliver a general release in favor of the Company and its affiliates, in form acceptable to the Company, or (vi) a later determination that the vesting of, or amount realized from, a Performance Award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant caused or contributed to such material inaccuracy.
CHANGES IN CAPITAL STRUCTURE
8.1 GENERAL. In the event the Class B Units shall be changed into or exchanged for a different number or class of units, interests, shares of stock or other securities of the Company or of another company, whether through reorganization, recapitalization, statutory share exchange, reclassification, stock split, combination of shares, merger or consolidation, or otherwise, the authorization limits under Section 5.1 shall be adjusted proportionately, and the Administrator shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Administrator may include: (i) adjustment of the number and kind of securities that may be delivered under the Plan; (ii) adjustment of the number and kind of securities subject to outstanding Awards; (iii) adjustment of the Participation Thresholds of outstanding Awards; and (iv) any other adjustments that the Administrator determines to be equitable. Any adjustments made pursuant to this Article 8 shall be subject to the provisions of Section 9.2 and shall comply with the terms of the LLC Agreement.
8.2 CERTAIN TRANSACTIONS. In connection with any restructuring, merger, refinancing, conversion, Sale Transaction, Public Offering or other strategic transaction, as provided in the LLC Agreement, the Administrator may terminate and cancel, without any payment or other consideration with respect thereto, any Unit subject to an Award if such Unit, immediately prior to the consummation of such transaction(s) has a Pro Rata Share equal to zero.
AMENDMENT, MODIFICATION AND TERMINATION
9.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Administrator may, at any time and from time to time, amend, modify or terminate the Plan without approval of the Companys members, except as otherwise required under the LLC Agreement.
9.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby, except as otherwise permitted under the LLC Agreement.
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