Common use of Company ESPP Clause in Contracts

Company ESPP. Prior to the Effective Time, the Company shall take all necessary and appropriate actions so that (i) all outstanding purchase rights under the Company ESPP shall automatically be exercised, in accordance with the terms of the Company ESPP, upon the earlier of (x) immediately prior to the Effective Time and (y) the last day of the Offering Period (as defined in the Company ESPP) in progress as of the date of this Agreement (the “Final Offering”), (ii) the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect on the date of this Agreement, or (y) to make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (iv) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. For the avoidance of doubt, the Company shall not be permitted to extend any Offering Period under the Company ESPP that is outstanding as of the date of this Agreement. All Shares purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.

Company ESPP. Prior Except to the Effective Timeextent it is otherwise determined by Parent and communicated to the Company that the Company ESPP should continue in effect under its current terms, promptly following the date of this Agreement upon confirmation by Parent prior to such action being taken, the Company Board (or, if applicable, any committee thereof administering the Company ESPP) shall adopt such resolutions or take all such other necessary and appropriate actions so such that (i) all outstanding purchase rights under with respect to any Offering Period (as such term is defined in the Company ESPP shall automatically be exercised, in accordance with ESPP) outstanding as of the terms date of this Agreement under the Company ESPP, upon the earlier of (x) immediately prior to the Effective Time and (y) the last day of the such Offering Period shall terminate and each individual participating in the Company ESPP will be deemed to have purchased a number of shares of Company Common Stock with the funds in such individual’s Plan Account (as such term is defined in the Company ESPP) in progress as accordance with Section 15 of the Company ESPP upon the earlier to occur of (A) the day that is four (4) complete Trading Days prior to the Effective Time or (B) the date on which such Offering Period would otherwise end, and no additional Offering Period shall commence under such Company ESPP after the date of this Agreement (the “Final Offering”), Agreement; (ii) the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be permitted to (xA) to increase the amount of his his, her or her its rate of payroll contributions thereunder from the rate in effect on as of the date of this Agreement, or (yB) except to the extent required by applicable Law, make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (iviii) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. For ; and (iv) subject to the avoidance consummation of doubtthe Merger, the Company ESPP shall not be permitted terminate, effective immediately prior to extend any Offering Period under the Company ESPP that is outstanding as of the date of this Agreement. All Shares purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this AgreementTime.

Company ESPP. Prior As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company’s 2006 Employee Stock Purchase Plan (the “Company ESPP”)) shall adopt such resolutions or take such other actions as may be required to provide that, with respect to the Effective Time, the Company shall take all necessary and appropriate actions so that ESPP: (i) all outstanding purchase rights under the Company ESPP shall automatically be exercised, each individual participating in accordance with the terms of the Company ESPP, upon the earlier of (x) immediately prior to the Effective Time and (y) the last day of the Offering Period (as defined in the Company ESPP) in progress as of the date of this Agreement (the “Final Offering”), (ii) the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be permitted (xA) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect on when the date of this AgreementFinal Offering commenced, or (yB) to make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (ivii) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. For ; (iii) the avoidance Final Offering shall end on the earlier to occur of doubtJanuary 31, 2008 and a date that is five days prior to the Effective Time; (iv) each Company shall not be permitted to extend any Offering Period ESPP participant’s accumulated contributions under the Company ESPP that is outstanding shall be used to purchase shares of Company Common Stock in accordance with the terms of the Company ESPP as of the date end of this Agreementthe Final Offering; and (v) the Company ESPP shall terminate immediately following the end of the Final Offering and no further rights shall be granted or exercised under the Company ESPP thereafter. All Shares shares of Company Common Stock purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.

Company ESPP. Prior Except to the Effective Timeextent it is otherwise determined by Parent and communicated to the Company that the Company ESPP should continue in effect under its current terms, promptly following the date of this Agreement upon confirmation by Parent prior to such action being taken, the Company Board (or, if applicable, any committee thereof administering the Company ESPP) shall adopt such resolutions or take all such other necessary and appropriate actions so such that (i) all outstanding purchase rights under the Company ESPP shall automatically be exercised, in accordance with the terms of the Company ESPP, upon the earlier of (x) immediately prior respect to the Effective Time and (y) the last day of the any Offering Period (as such term is defined in the Company ESPP) in progress outstanding as of the date of this Agreement under the Company ESPP, such Offering Period shall terminate and each Option (as such term is defined in the “Final Offering”)Company ESPP) shall be deemed to have been exercised upon the earlier to occur of (A) the day that is four (4) complete Trading Days prior to the Effective Time or (B) the date on which such Offering Period would otherwise end, and no additional Offering Period shall commence under such Company ESPP after the date of this Agreement; (ii) the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be permitted to (xA) to increase the amount of his his, her or her its rate of payroll contributions thereunder from the rate in effect on as of the date of this Agreement, or (yB) except to the extent required by applicable Law, make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (iviii) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. For ; and (iv) subject to the avoidance consummation of doubtthe Merger, the Company ESPP shall not be permitted terminate, effective immediately prior to extend any Offering Period under the Company ESPP that is outstanding as of the date of this Agreement. All Shares purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this AgreementTime.

Company ESPP. Prior Except to the Effective Time, extent it is otherwise determined by Parent and communicated to the Company shall take all necessary and appropriate actions so that (i) all outstanding purchase rights under the Company ESPP shall automatically be exercised, in accordance with the terms of the Company ESPP, upon the earlier of (x) immediately prior to the Effective Time and that the Company ESPP should continue in effect under its current terms, promptly following the date of this Agreement upon confirmation by Parent prior to such action being taken, the Company Board (yor, if applicable, any committee thereof administering the Company ESPP) the last day of the Offering Period shall adopt such resolutions or take such other necessary actions such that (i) with respect to any Option Period(s) (as such term is defined in the Company ESPP) in progress outstanding as of the date of this Agreement under the Company ESPP, such Option Period(s) shall terminate and each Option (as such term is defined in the “Final Offering”)Company ESPP) shall be deemed to have been exercised upon the earlier to occur of (A) the day that is four (4) complete Trading Days prior to the Effective Time or (B) the date on which such Option Period(s) would otherwise end, and no additional Option Period(s) shall commence under such Company ESPP after the date of this Agreement; (ii) the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be permitted to (xA) to increase the amount of his his, her or her its rate of payroll contributions thereunder from the rate in effect on as of the date of this Agreement, or (yB) except to the extent required by applicable Law, make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (iviii) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. For ; and (iv) subject to the avoidance consummation of doubtthe Merger, the Company ESPP shall not be permitted terminate, effective immediately prior to extend any Offering Period under the Company ESPP that is outstanding as of the date of this Agreement. All Shares purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this AgreementTime.

Company ESPP. Prior Promptly following the date of this Agreement, the Company Board (or, if applicable, any committee thereof administering the Company ESPP) shall adopt such resolutions or take such other necessary actions to provide that, with respect to any outstanding Offering Period(s) (as such term is defined in Section 2.1(p) of the Company ESPP) under the Company ESPP as of the Agreement Date, (i) no participant in the Company ESPP may increase the percentage amount of his or her payroll deduction election from that in effect on the Agreement Date for such Offering Period(s) and no new participants may participate in the ESPP; (ii) following the purchase of Company Common Stock pursuant to any Offering Period(s) that end prior to the Effective Time, no new Offering Period shall be commenced under the Company ESPP prior to the Effective Time; (iii) any such Offering Period(s) under the Company ESPP that do not end prior to the Effective Time shall terminate and a Purchase Date (as such term is defined in Section 2.1(x) of the Company ESPP) shall occur under the Company ESPP immediately prior to the Effective Time with respect to such Offering Period(s) (the “Shortened Offering Period”); and (iv) immediately prior to, and subject to the occurrence of the Effective Time, the Company shall take all necessary and appropriate actions so that (i) all outstanding purchase rights under the Company ESPP shall automatically be exercised, in accordance with the terms of the Company ESPP, upon the earlier of (x) immediately prior to the Effective Time and (y) the last day of the Offering Period (as defined in the Company ESPP) in progress as of the date of this Agreement (the “Final Offering”), (ii) the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be permitted (x) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect on the date of this Agreement, or (y) to make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (iv) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. For the avoidance of doubt, the Company shall not be permitted to extend any Offering Period under the Company ESPP that is outstanding as of the date of this Agreement. All Shares purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreementterminate.

Company ESPP. Prior to Following the Effective Timedate of this Agreement, the Company Board (or, if applicable, any committee thereof administering the Company ESPP) shall adopt such resolutions or take all such other necessary and appropriate actions so such that (i) all with respect to any outstanding purchase rights under the Company ESPP shall automatically be exercised, in accordance with the terms of the Company ESPP, upon the earlier of (xOffering Period(s) immediately prior to the Effective Time and (y) the last day of the Offering Period (as such term is defined in the Company ESPP) under a Company ESPP, the Offering Period(s) under such Company ESPP shall terminate and a Purchase Date (as such term is defined in progress as the Company ESPP) shall occur under the Company ESPP upon the earlier to occur of (x) the day that is four (4) trading days prior to the Effective Time or (y) the date on which such Offering Period(s) would otherwise end, and no additional offering periods shall commence under the Company ESPP after the date of this Agreement (the “Final Offering”), (ii) the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, Agreement; (iii) each no individual participating in the Company ESPP shall not be permitted to (xA) to increase the amount of his or her rate of payroll contributions thereunder from the rate in effect on as of the date of this Agreement, or (yB) to make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (iv) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. For Agreement and (v) subject to the avoidance consummation of doubtthe Merger, the Company ESPP shall not be permitted terminate, effective immediately prior to extend any Offering Period under the Company ESPP that is outstanding as of the date of this Agreement. All Shares purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this AgreementTime.

Company ESPP. Prior to As soon as practicable following the Effective Timedate of this Agreement, the Company Board (or, if applicable, any committee thereof administering the Company ESPP) shall adopt such resolutions and take all such other necessary and appropriate actions so such that (i) all with respect to any Option Period(s) (as such term is defined in the Company ESPP) outstanding purchase rights as of the date of this Agreement under the Company ESPP ESPP, such Option Period(s) shall automatically terminate and each Option (as such term is defined in the Company ESPP) shall be exercised, deemed to have been exercised in accordance with the terms of the Company ESPP, ESPP upon the earlier to occur of (xA) immediately the day that is four (4) complete Trading Days prior to the Effective Time and or (yB) the last day of the Offering Period (as defined in the date on which such Option Period(s) would otherwise end, and no additional Option Period(s) shall commence under such Company ESPP) in progress as of ESPP after the date of this Agreement (the “Final Offering”), Agreement; (ii) the Company ESPP shall terminate with such purchase and no further purchase rights are granted under the Company ESPP thereafter, (iii) each individual participating in the Company ESPP shall not be permitted to (xA) to increase the amount of his his, her or her its rate of payroll contributions thereunder from the rate in effect on as of the date of this Agreement, or (yB) except to the extent required by Applicable Law, make separate non-payroll contributions to the Company ESPP on or following the date of this Agreement; and (iviii) no individual who is not participating in the Company ESPP as of the date of this Agreement may commence participation in the Company ESPP following the date of this Agreement. For ; (iv) no new offerings will commence, nor will any existing offerings be extended, following the avoidance date hereof; and (v) subject to the consummation of doubtthe Merger, the Company ESPP shall not be permitted terminate, effective immediately prior to extend any Offering Period under the Company ESPP that is outstanding as of the date of this Agreement. All Shares purchased in the Final Offering shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this AgreementTime.