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. On or prior to the date hereof, the Company shall cause the Company Employee Stock Purchase Plan to be suspended as of the date hereof so that, as of such date, all contributions under any current offering period shall cease. Any current offering period in effect as of the date hereof shall be the final offering period under the Company Employee Stock Purchase Plan. Prior to the Acceptance Time, the Company shall shorten the duration of any then-current offering period under the Company Employee Stock Purchase Plan and purchase any Shares with all amounts withheld by the Company on behalf of the participants in the Company Employee Stock Purchase Plan as of such date (the “ESPP Purchased Rights”). Any Shares so purchased in respect of ESPP Purchase Rights shall be treated in accordance with the provisions of Section 3.1. Unless it has earlier terminated, the Company shall take all actions necessary so that the Company Employee Stock Purchase Plan shall terminate immediately prior to the Acceptance Time.
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. 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 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. The Company's Board shall ------------------------------------ take the following actions with respect to the Amended and Restated 1986 Employee Stock Purchase Plan (the "Stock Purchase Plan"): (1) accelerate the ------------------- current Payment Period (as defined in the Stock Purchase Plan) to November 27, 1998 (the "Acceleration Date") and (2) pay each participant in lieu of each ----------------- share that could have been purchased under the Stock Purchase Plan when the Payment Period ends on the Acceleration Date, an amount (subject to any applicable withholding tax) in cash equal to the difference between the Offer Price and the Option Price (as defined in the Stock Purchase Plan). In addition, all funds contributed to the Stock Purchase Plan which have not been used to purchase shares of the Common Stock as of the Acceleration Date shall be returned, in cash, without interest, to participants of the Stock Purchase Plan as soon as administratively feasible after the Acceleration Date.
Company Employee Stock Purchase Plan. Outstanding purchase rights under EVT's Stock Purchase Plan shall be exercised upon the earlier of January 30, 1998 or immediately prior to the Effective Time, provided that if the Effective Time is later than January 31, 1998, then a new Purchase Period will commence on February 2, 1998 and will end upon the earlier of July 31, 1998 or immediately prior to the Effective Time, and each participant in the Stock Purchase Plan shall accordingly be issued shares of EVT Common Stock at that time pursuant to the terms of the Stock Purchase Plan and each share of EVT Common Stock so issued 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 Exchange Consideration.
Company Employee Stock Purchase Plan. The Company shall take all actions necessary pursuant to the terms of Stock Purchase Plan in order to shorten the offering period under such plan which includes the Effective Time (the "Current Offering"), such that the Current Offering shall terminate at or prior to the Effective Time (the final day of the Current Offering period being referred to as the "Final Purchase Date"). On the Final Purchase Date, the Company shall 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. 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.
