Common use of Certain Other Adjustments Clause in Contracts

Certain Other Adjustments. The Committee shall also make adjustments of the type described in Section 4.17.1 above to take into account distributions to shareholders other than those provided for in Section 4.17.1, or any other event, if the Committee determines that adjustments are appropriate to avoid distortion in the operation of the XXX Share Plan and to preserve the value of Options granted hereunder, where applicable. In addition, in the event of a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their Affiliates, the Committee may, in its absolute discretion (i) provide for the cancellation of any such Option in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise of the vested portion of such Option or realization of the Participant’s rights under the vested portion of such Option, as applicable; provided that, if the amount that could have been obtained upon the exercise of the vested portion of such Option or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Option may be terminated without payment, (ii) provide that such Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Committee in its absolute discretion, (iii) replace such Option with other rights or property selected by the Committee in its absolute discretion (iv) provide that the Option will terminate and cannot vest, be exercised or become payable after the applicable event or (v) make such adjustments to the vesting conditions applicable to any outstanding Options as it reasonably determines in good faith are appropriate to avoid distortion in the value of such Options.

Certain Other Adjustments. The Committee shall also make adjustments of the type described in Section 4.17.1 5.13.1 above to take into account distributions to shareholders other than those provided for in Section 4.17.15.13.1, or any other event, if the Committee determines that adjustments are appropriate to avoid distortion in the operation of the XXX Share Equity Incentive Plan and to preserve the value of Options RSUs granted hereunder, where applicable. In addition, in the event of a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their Affiliates, the Committee may, in its absolute discretion (i) provide for the cancellation of any such Option RSUs in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise settlement of the vested portion of such Option RSUs or realization of the Participant’s rights under the vested portion of such OptionRSUs, as applicable; provided that, if the amount that could have been obtained upon the exercise settlement of the vested portion of such Option RSUs or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Option RSUs may be terminated without payment, (ii) provide that such Option RSUs be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Committee in its absolute discretion, (iii) replace such Option RSUs with other rights or property selected by the Committee in its absolute discretion discretion, (iv) provide that the Option RSUs will terminate and cannot vest, be exercised or become payable after the applicable event or (v) make such adjustments to the vesting conditions applicable to any outstanding Options RSUs as it reasonably determines in good faith are appropriate to avoid distortion in the value of such OptionsRSUs.

Certain Other Adjustments. The Committee shall also make adjustments of the type described in Section 4.17.1 5.13.1 above to take into account distributions to shareholders other than those provided for in Section 4.17.15.13.1, or any other event, if the Committee determines that adjustments are appropriate to avoid distortion in the operation of the XXX Share Plan and to preserve the value of Options RSUs granted hereunder, where applicable. In addition, in the event of a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their Affiliates, the Committee may, in its absolute discretion (i) provide for the cancellation of any such Option RSUs in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise settlement of the vested portion of such Option RSUs or realization of the Participant’s rights under the vested portion of such OptionRSUs, as applicable; provided that, if the amount that could have been obtained upon the exercise settlement of the vested portion of such Option RSUs or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Option RSUs may be terminated without payment, (ii) provide that such Option RSUs be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Committee in its absolute discretion, (iii) replace such Option RSUs with other rights or property selected by the Committee in its absolute discretion (iv) provide that the Option RSUs will terminate and cannot vest, be exercised or become payable after the applicable event or (v) make such adjustments to the vesting conditions applicable to any outstanding Options RSUs as it reasonably determines in good faith are appropriate to avoid distortion in the value of such OptionsRSUs.

Certain Other Adjustments. The Committee shall also make adjustments of the type described in Section 4.17.1 4.10.1 above to take into account distributions to shareholders other than those provided for in Section 4.17.14.10.1, or any other event, if the Committee determines that adjustments are appropriate to avoid distortion in the operation of the XXX Share RSU Plan and to preserve the value of Options RSUs granted hereunder, where applicable. In addition, in the event of a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their Affiliates, the Committee may, in its absolute discretion (i) provide for the cancellation of any such Option RSUs in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise of the vested portion of such Option RSUs or realization of the Participant’s rights under the vested portion of such OptionRSUs, as applicable; provided that, if the amount that could have been obtained upon the exercise of the vested portion of such Option RSUs or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Option RSUs may be terminated without payment, (ii) provide that such Option RSUs be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Committee in its absolute discretion, (iii) replace such Option RSUs with other rights or property selected by the Committee in its absolute discretion discretion, (iv) provide that the Option RSUs will terminate and cannot vest, be exercised or become payable after the applicable event or (v) make such adjustments to the vesting conditions applicable to any outstanding Options RSUs as it reasonably determines in good faith are appropriate to avoid distortion in the value of such OptionsRSUs.

Certain Other Adjustments. The Committee shall also make adjustments of the type described in Section 4.17.1 4.14.1 above to take into account distributions to shareholders other than those provided for in Section 4.17.14.14.1, or any other event, if the Committee determines that adjustments are appropriate to avoid distortion in the operation of the XXX Share ESO Plan 2018 and to preserve the value of Options granted hereunder, where applicable. In addition, in the event of a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their Affiliates, the Committee may, in its absolute discretion (i) provide for the cancellation of any such Option in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise of the vested portion of such Option or realization of the Participant’s rights under the vested portion of such Option, as applicable; provided that, if the amount that could have been obtained upon the exercise of the vested portion of such Option or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Option may be terminated without payment, (ii) provide that such Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Committee in its absolute discretion, (iii) replace such Option with other rights or property selected by the Committee in its absolute discretion discretion, (iv) provide that the Option will terminate and cannot vest, be exercised or become payable after the applicable event or (v) make such adjustments to the vesting conditions applicable to any outstanding Options as it reasonably determines in good faith are appropriate to avoid distortion in the value of such Options.

Certain Other Adjustments. The Committee shall also make adjustments of the type described in Section 4.17.1 4.14.1 above to take into account distributions to shareholders other than those provided for in Section 4.17.14.14.1, or any other event, if the Committee determines that adjustments are appropriate to avoid distortion in the operation of the XXX Share ESO Plan 2016 and to preserve the value of Options granted hereunder, where applicable. In addition, in the event of a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their Affiliates, the Committee may, in its absolute discretion (i) provide for the cancellation of any such Option in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise of the vested portion of such Option or realization of the Participant’s rights under the vested portion of such Option, as applicable; provided that, if the amount that could have been obtained upon the exercise of the vested portion of such Option or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Option may be terminated without payment, (ii) provide that such Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Committee in its absolute discretion, (iii) replace such Option with other rights or property selected by the Committee in its absolute discretion (iv) provide that the Option will terminate and cannot vest, be exercised or become payable after the applicable event or (v) make such adjustments to the vesting conditions applicable to any outstanding Options as it reasonably determines in good faith are appropriate to avoid distortion in the value of such Options.