Section 83(b) of the Code, the Participant shall receive the full number of Units with respect to which the Option is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Units on the Tax Date.
11. Non-Transferability of Options.
(a) General. Except as set forth in this Section 11, Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of an Option, only by such holder or a transferee permitted by this Section 11.
(b) Limited Transferability Rights. Notwithstanding anything else in this Section 11, the Administrator may in its sole discretion grant Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options or Restricted Units are to be passed to beneficiaries upon the death of the trustor (settlor) or pursuant to domestic relations orders to Immediate Family Members (as defined below) of the Optionee. Immediate Family Members means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent (50%) of the voting interests.
12. Adjustments upon Changes in Capitalization, Merger or Certain Other Transactions.
(a) Changes in Capitalization. Subject to any action required under Applicable Laws, the number of Common Units covered by each outstanding Option, and the number of Common Units that have been authorized for issuance under the Plan but as to which no Options have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per Unit of Common Units covered by each such outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued Common Units resulting from a forward unit split, reverse unit split, combination, recapitalization or reclassification of the Common Units. Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of Units, or securities convertible into Units, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Common Units subject to an award.
(b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.
(c) Organic Transaction. In the event of an Organic Tansaction (including, without limitation, a Change of Control), all Options for all of the Common Units subject to the Plan which remain unissued and not otherwise subject to any outstanding Option shall be issued