Change of Control/Change in Control. No provision in this Agreement or the Separation Agreement nor any transaction undertaken by either Party in connection with the Distribution shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever, or be deemed a “change of control” or “change in control” for any purpose including for purpose of any plan, policy, practice or arrangement relating to directors, employees or consultants of any member of the ​ Group or any member of the ​ Group.

Change in Control of the Company. Upon a Change in Control (as defined in [Section 12.3(b)]), each individual holding Grants outstanding hereunder shall become vested in such Grants. To the extent provision is made in writing in connection with such transaction resulting in the Change in Control (“Transaction”) for the continuation of this Plan and/or the assumption of the Grants theretofore awarded, or for the substitution for such Grants covering the stock of a successor company, or a parent or subsidiary thereof, any Grants under this Plan which remain outstanding after the consummation of the Transaction shall be appropriately adjusted as to the number and kinds of shares and exercise prices. The Committee shall send written notice of an event of a Transaction to all individuals with outstanding rights pursuant to such Grants not later than the time at which the Company gives notice thereof to its shareholders.

Notwithstanding any provision herein to the contrary, your RSUs shall be immediately vested in full under the following situations:

Change of Control of the Company. Notwithstanding any other provision of this Plan to the contrary, the provisions of this [Article 16] shall apply in the event of a Change of Control, unless otherwise determined by the Committee in connection with the grant of an Award as reflected in the applicable Award Agreement.

Change of Control; Potential Change of Control. For the purposes of this Agreement:

For the purposes of this Agreement:

Change of Control. A Change of Control shall occur, whether directly or indirectly; or

Change of Control. There occurs any Change of Control; or

Change of Control. Cause, permit, or suffer, directly or indirectly, any Change of Control.

Change in Control. Notwithstanding any other provision of the Plan to the contrary and unless otherwise provided in an Award Agreement, upon the occurrence of a Change in Control, the Administrator may, in its sole and absolute discretion, provide on a case by case basis that # all Awards shall terminate, provided that Participants shall have the right, immediately prior to the occurrence of such Change in Control and during such reasonable period as the Administrator in its sole discretion shall determine and designate, to exercise any Award, # all Awards shall terminate, provided that Participants shall be entitled to a cash payment equal to the Change in Control Price with respect to shares subject to the vested portion of the Award net of the Exercise Price thereof, if applicable, # in connection with a liquidation or dissolution of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price (if applicable), # accelerate the vesting of Awards or # any combination of the foregoing. In the event that the Administrator does not terminate or convert an Award upon a Change in Control of the Company, then the Award shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof).