23. PERSONAL DATA AUTHORIZATION. Optionee hereby explicitly and unambiguously consent to the collection, processing, use and transfer, in electronic or other form, of Optionees personal data as described in this Agreement and any other award materials by and among, as applicable, the Company, or, if different, Optionees employer (the Employer), and its Subsidiaries or Parent for the exclusive purpose of implementing, administering and managing Optionees participation in the Plan. Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including but not limited to, Optionees name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all awards or any other entitlement to shares of Common Stock granted, canceled, exercised, vested, unvested or outstanding in Optionees favor, for the exclusive purpose of implementing, administering and managing the Plan (collectively, Data). Optionee understands that Data will be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan. Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients country (e.g., the United States) may have different data privacy laws and protections than Optionees country. Optionee understands that Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting Optionees local human resources representative. Optionee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Optionees participation in the Plan. Optionee understands that Data will be held only as long as is necessary to implement, administer and manage Optionees participation in the Plan. Optionee understands that Optionee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionees local human resources representative. Optionee understands, however, that refusing or withdrawing Optionees consent may affect Optionees ability to participate in the Plan. For more information on the consequences of Optionees refusal to consent or withdrawal of consent, Optionee understands that Optionee may contact Optionees local human resources representative.
24. SEVERABILITY. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
25. REGULATION S REPRESENTATIONS AND RESTRICTIONS. If Optionees address is an address located outside of the United States, Optionee makes the following additional representations, warranties and agreements:
25.1 Non-US. Optionee is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act (Regulation S). The offer and sale of the Purchased Shares to Optionee was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and Optionee is not acquiring the Purchased Shares for the account or benefit of any U.S. Person.
25.2 No Offer or Sale. Optionee will not, during the restricted period applicable to the Purchased Shares set forth in the legend below (the Restricted Period) and any certificate representing the Purchased Shares, offer or sell any of the foregoing securities (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S.