definiens: or shall mean any ( i ) offer, pledge, sale, contract to sell, sale of any option orcontract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant for thesale of, or other disposition of or transfer of any Ordinary Shares, American Depositary Shares or OrdinaryShare Equivalents, including, without limitation, any or similar arrangement, or ( ii ) swap, hedge, derivative instrument, or any other agreement or any transaction that transfers, in whole or in part, directly orindirectly, the economic consequence of ownership of Ordinary Shares, American Depositary Shares orOrdinary Share Equivalents, whether any such swap or transaction is to be settled by delivery of securities, incash or otherwise . shall mean any ( as such term is defined in Section 3(3 ) ofERISA, whether or not subject to ERISA ), any severance, employment, incentive or bonus, retention, changein control, deferred compensation, termination pay, profit sharing, retirement, welfare, post - employmentwelfare, fringe benefit, vacation or paid time off, equity or equity - based or any other plan, policy, program, agreement, contract or arrangement that is sponsored, maintained, contributed to, or required to becontributed to by the Company or any of its Subsidiaries or under or with respect to which the Company orany of its Subsidiaries has any current or contingent liability or obligation