Common use of Equity Awards in Certain Non-U.S. Jurisdictions Clause in Contracts

Equity Awards in Certain Non-U.S. Jurisdictions. Notwithstanding the foregoing provisions of this Section 5.2, the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding Alkermes Options, RSUs and PRSUs pursuant to the foregoing provisions of this Section 5.2 where those actions would create or trigger adverse legal, accounting or tax consequences for Alkermes, Mural and/or the affected non-U.S. award holder. In such circumstances, Alkermes and/or Mural may take any action necessary or advisable to prevent any such adverse legal, accounting or tax consequences, including agreeing that the outstanding Alkermes Options, RSUs and/or PRSUs of the affected non-U.S. award holders shall terminate in accordance with the terms of the applicable Alkermes Stock Plan and the underlying award agreements, in which case Alkermes or Mural, as applicable, shall equitably compensate the affected non-U.S. award holders in an alternate manner determined by Alkermes or Mural, as applicable, in its sole discretion, or apply an alternate adjustment method. Where and to the extent required by applicable Law or tax considerations outside the United States, the adjustments described in this Section 5.2 shall be deemed to have been effectuated immediately prior to the Distribution Date.

Equity Awards in Certain Non-U.S. Jurisdictions. Notwithstanding the foregoing provisions of this Section 5.24.02, the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding Alkermes Options, RSUs and PRSUs Xxxxxxx Controls Awards pursuant to the foregoing provisions of this Section 5.2 4.02 where those actions would create or trigger adverse legal, accounting accounting, or tax consequences for AlkermesXxxxxxx Controls, Mural Adient, and/or the affected non-U.S. award holder. In such circumstances, Alkermes Xxxxxxx Controls and/or Mural Adient may take any action necessary or advisable to prevent any such adverse legal, accounting accounting, or tax consequences, including agreeing that the outstanding Alkermes Options, RSUs and/or PRSUs Xxxxxxx Controls Awards of the affected non-U.S. award holders shall terminate in accordance with the terms of the applicable Alkermes Stock Xxxxxxx Controls Equity Plan and the underlying award agreements, in which case Alkermes Adient or MuralXxxxxxx Controls, as applicable, shall equitably compensate the affected non-U.S. award holders in an alternate manner determined by Alkermes Adient or MuralXxxxxxx Controls, as applicable, in its sole discretion, or apply an alternate adjustment method. Where and to the extent required by applicable Law or tax considerations outside the United States, the adjustments described in this Section 5.2 4.02 shall be deemed to have been effectuated immediately prior to the Distribution Date.

Equity Awards in Certain Non-U.S. Jurisdictions. Notwithstanding the foregoing provisions of this Section 5.24.01, the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding Alkermes Options, RSUs and PRSUs Pentair Equity Awards pursuant to the foregoing provisions of this Section 5.2 4.01 where those actions would create or trigger adverse legal, accounting accounting, or tax consequences for AlkermesPentair, Mural nVent, and/or the affected non-U.S. award holder. In such circumstances, Alkermes Pentair and/or Mural nVent may take any action necessary or advisable to prevent any such adverse legal, accounting accounting, or tax consequences, including agreeing that the outstanding Alkermes Options, RSUs and/or PRSUs Pentair Equity Awards of the affected non-U.S. award holders shall terminate in accordance with the terms of the applicable Alkermes Stock Pentair Equity Plan and the underlying award agreements, in which case Alkermes nVent or MuralPentair, as applicable, shall equitably compensate the affected non-U.S. award holders in an alternate manner determined by Alkermes nVent or MuralPentair, as applicable, in its sole discretion, or apply an alternate adjustment method. Where and to the extent required by applicable Law or tax considerations outside the United States, the adjustments described in this Section 5.2 4.01 shall be deemed to have been effectuated immediately prior to the Distribution Date.