By Company Due to Change in Control. In the event a Change in Control (as hereafter defined) occurs and during the period beginning six (6) months before the Change in Control and ending twenty-four (24) months after the Change in Control: # this Agreement is terminated by the Company or its successor without Good Cause, or # this Agreement is terminated by the Executive with Good Reason, the Executive shall be entitled to receive, and the Company or its successor shall be obligated to pay, the monies and benefits described in this Section 4.6, and Sections 4.3 or 4.4 shall not be applicable to such Change in Control or termination.

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.