Common use of Corporate Event Clause in Contracts

Corporate Event. The Participant acknowledge and agree that, in the event of an Change of Control, a similar corporate event or a change in capital structure, any Management Holdco Class M Units issued hereunder that are exchanged, vest or become payable as a result of or in connection with the applicable event or circumstances may be subject to the same terms and conditions applicable to the proceeds realized by the Company, its members, or the holders of Management Holdco Class M Units, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Plan Administrator in its sole discretion, subject to compliance with Section 409A of the Code. The Participant hereby grant the Company an irrevocable power of attorney in favor of the Company with respect to the Management Holdco Class M Units to the extent reasonably necessary to effectuate any Change of Control, similar corporate event or a change in capital structure.