Company Employee Stock Purchase Plan. Outstanding purchase rights under Company's Purchase Plan shall be exercised in accordance with Section 13(b) of the Purchase Plan and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio without issuance of certificates representing issued and outstanding shares of Company Common Stock to Purchase Plan participants. The Company agrees that it shall terminate the Purchase Plan immediately following the aforesaid purchase of shares of Company Common Stock thereunder. Parent agrees that from and after the Effective Time, Company employees may participate in the Parent Employee Stock Purchase Plan (the "Parent Purchase Plan"), subject to the terms and conditions of the Parent Purchase Plan, including with respect to a special offering period for Company employees commencing at the Effective Time and terminating at the earlier of (i) the end of the most recently commenced offering period under the Parent Purchase Plan, or, (ii) 27 months after the Effective Time. 42 (c) Benefit Arrangements. (a) Parent and Company agree that Parent will provide benefits other than cash and equity compensation to Company employees in their new positions with Parent following the Effective Time that are substantially identical in the aggregate to the benefits currently provided to similarly situated employees of Parent. From and after the Effective Time, Parent shall grant all employees credit for all service (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent) with Company prior to the Effective Time for (i) eligibility and vesting purposes and (ii) for purposes of vacation accrual after the Effective Time as if such service with Company was service with Parent, except that no such service credit shall be extended with respect to the Parent's sabbatical program. Parent and Company agree that where applicable with respect to any medical or dental benefit plan of Parent, Parent shall waive any pre-existing condition exclusion and actively-at-work requirements and provide that any covered expenses incurred on or before the Effective Time by an employee or an employee's covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket ...
Company Employee Stock Purchase Plan. (a) The Company shall take all actions necessary pursuant to the terms of the ESPP in order to shorten the offering period under such plan which includes the Effective Time (the "Current Offering") such that a new purchase date shall occur prior to the Effective Time and Shares shall be purchased by ESPP participants prior to the Effective Time. The Current Offering shall expire immediately following such new purchase date, and the ESPP shall terminate immediately prior to the Effective Time. Subsequent to such new purchase date, the Company shall take no action, pursuant to the terms of the ESPP, to commence any new offering period.
Company Employee Stock Purchase Plan. The Company shall take all ------------------------------------ actions necessary pursuant to the terms of Stock Purchase Plan to terminate the Stock Purchase Plan on June 30, 2000 (the final "Final Purchase Date"). On the ------------------- Final Purchase Date, the Company shall first apply the funds credited as of such date under the Stock Purchase Plan within each participant's payroll withholdings account to the purchase of whole shares of Common Stock in accordance with the terms of the Stock Purchase Plan. The cost to each participant in the Stock Purchase Plan for shares of Common Stock shall be the lower of 85% of the closing sale price of Common Stock on the Nasdaq National Market on (i) the first day of the Current Offering Period and (ii) the last trading day on or prior to the Final Purchase Date.
Company Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement, the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “Company ESPP”)) that it determines in good faith to be necessary or required under the Company ESPP and applicable Law to ensure that, other than as provided in Section 1.8(f), (i) except for the offering period under the Company ESPP that commenced on or about January 1, 2019 (the “Final Offering Period”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) the Company shall not take any action to reduce the applicable purchase price for a share of Company Class A Common Stock under the Company ESPP after the date of this Agreement, (iii) if the Closing shall occur prior to the end of the Final Offering Period, the Final Offering Period shall end as of a date not later than the trading day that is five (5) business days prior to the Closing Date, (iv) each participant’s accumulated contributions under the Company ESPP shall be used to purchase shares of Company Class A Common Stock in accordance with the Company ESPP as of the end of the Final Offering Period, (v) participants in the Company ESPP are not permitted to increase their payroll deductions or purchase elections under the Company ESPP from those in effect on the date of this Agreement and no new participants may begin participation in the Company ESPP after the date of this Agreement, and (vi) the Company ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the Company ESPP thereafter. Prior to the Closing, the Company shall not commence any new Invitation Period (as defined therein) or the equivalent under any XXXX Plan.
Company Employee Stock Purchase Plan. Sections 1.5 and 1.6 shall not apply to the Wilmington Trust Corporation 2008 Employee Stock Purchase Plan or any other plan, program or arrangements intending to qualify as a stock purchase plan under Section 423 of the Code (the “Company ESPP”). The Company shall, prior to the Effective Time, take all actions necessary to terminate the Company ESPPs effective as of the Effective Time and all outstanding rights thereunder at the Effective Time and ensure that no new offering periods thereunder commence during the period from the date of this Agreement through the Effective Time. The offering periods thereunder currently in effect as of the date of this Agreement shall end in accordance with the terms of the applicable Company ESPP (but no later than one (1) Business Day prior to the Closing Date); provided, that there will be no increase in the amount of payroll deductions permitted to be made by the participants therein during such period.
Company Employee Stock Purchase Plan. The Company shall not commence any "purchase periods" under the ESPP after April 1, 2001, and shall apply all amounts deducted and withheld thereunder to purchase Company Shares in accordance with the provisions thereof.
Company Employee Stock Purchase Plan. The rights of participants in the Company ESPP with respect to any offering then underway under the Company ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such Offering Period (as defined in the Company ESPP) and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened Offering Period as a fully effective and completed Offering Period for all purposes under the Company ESPP. Outstanding rights to purchase shares of Company Common Stock shall automatically be exercised, and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive the Merger Consideration, without issuance of certificates representing issued and outstanding shares of Company Common Stock to participants under the Company ESPP. Immediately prior the Effective Time, the Company ESPP shall be terminated.
Company Employee Stock Purchase Plan. Unless this Agreement is terminated in accordance with Section 7.01, after the date hereof, no future offering periods shall be commenced under the ESPP. The current offering period in effect on the date hereof under the ESPP will continue in accordance with its terms, and options under the current offering period will be exercisable at the normally scheduled time in accordance with the terms of the ESPP; provided, however, that in all events the expiration of such offering period and the final exercise under the ESPP shall occur no later than the last Business Day prior to the Effective Time, and the Company shall take all actions necessary to amend the ESPP to so provide. The Company shall terminate the ESPP effective as of immediately prior to the Effective Time.
Company Employee Stock Purchase Plan. The Company shall take all actions necessary to terminate the Company's Employee Stock Purchase Plan as promptly as practicable after the date hereof but in no event later than November 1, 1999 in accordance with the terms thereof.
Company Employee Stock Purchase Plan. The Company Board shall terminate the Employee Stock Purchase Plan effective November 15, 1999 (but subject to consummation of the Offer) and no further contributions to purchase Company Common Stock or issuances of shares of Company Common Stock under the Employee Stock Purchase Plan shall be permitted. Each participant in the Employee Stock Purchase Plan shall, in consideration for the termination of the right to purchase shares of Company Common Stock thereunder, receive at the Effective Time (or as soon as practicable thereafter) from the Company in lieu of each share of Company Common Stock that could have been purchased under the Employee Stock Purchase Plan had the then applicable Plan Year (as defined in the Employee Stock Purchase Plan) ended on such termination date, an amount in cash equal to the difference between the Merger Consideration and the Issue Price (as defined in the Employee Stock Purchase Plan) determined with reference to the first business day of the applicable Plan Year (as defined in the Employee Stock Purchase Plan), to the extent such difference is a positive number. All funds contributed to the Employee Stock Purchase Plan which have not been used to purchase Company Common Stock as of the termination date shall be returned, in cash, without interest, to participants in the Employee Stock Purchase Plan.
