Board means the Board of Directors of the General Partner or, if applicable, of the Corporation, as successor to the Partnership.
Cash Award means an Award denominated in cash granted under Section 6(f) hereof.
Change of Control means, and shall be deemed to have occurred upon one or more of the following events, except as otherwise provided in an Award Agreement:
(a) any person or group within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than (i) members, limited partners, or other owners (as applicable) of the General Partner, the Partnership, or an Affiliate of either the General Partner or the Partnership, or (ii) the owners of the Corporation or any of its Affiliates, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization, or otherwise, of 50% or more of the voting power of the voting securities of the General Partner, the Partnership, or the Corporation, as applicable;
(b) either (i) the members or limited partners (as applicable) of the General Partner or the Partnership, or (ii) the owners of the Corporation, approve, in one transaction or a series of transactions, a plan of complete liquidation of the General Partner, the Partnership, or the Corporation (as applicable);
(c) the sale or other disposition by either (i) either the General Partner or the Partnership, or (ii) the owners of the Corporation, of all or substantially all of the assets of the General Partner, the Partnership, or the Corporation (as applicable) in one or more transactions to any Person other than an Affiliate of the General Partner, the Partnership, or the Corporation;
(d) the General Partner or an Affiliate of the General Partner or the Partnership ceases to be the general partner of the Partnership; or
(e) any other change in the effective control of the Corporation within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi), whereby a majority of the members of the Board are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.
Notwithstanding the above, with respect to a 409A Award, a Change of Control for purposes of triggering the exercisability, settlement, or other payment or distribution of such 409A Award shall not occur unless that Change of Control also constitutes a change in the ownership of a corporation, a change in the effective control of a corporation, or a change in the ownership of a substantial portion of a corporations assets, in each case, within the meaning of 1.409A-3(i)(5) of the 409A Regulations, and as applied to non-corporate entities, if applicable.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Committee means the Compensation, Nominating and Governance Committee of the Board (or any successor thereto), as it may be renamed from time to time.