Common use of Company ESPP Clause in Contracts

Company ESPP. With respect to the Company ESPP, the Company shall take all actions necessary to ensure that (a) no offering period under the Company ESPP shall commence on or after the date of this Agreement, (b) no new participants may join the offering period in existence under the Company ESPP on or after the date of this Agreement and (c) no participant may increase the amount of his or her salary deferrals with respect to such offering period. In the event that the offering period under the Company ESPP in effect as of the date of this Agreement has not ended on the date immediately preceding the Effective Time, then the Company ESPP and such offering period shall be terminated as of the day immediately preceding the Effective Time, and all participant contributions then in the Company ESPP shall be used to purchase shares of Company Common Stock on such date in accordance with the terms of the Company ESPP as if such date was the last day of such offering period. As of the Effective Time, all shares of Company Common Stock purchased under the Company ESPP shall be treated identically to all other shares of Company Common Stock with respect to the payment of the Merger Consideration as set forth in Section 2.01(c), and the Company shall cause the Company ESPP to terminate. Prior to the Effective Time, the Company shall adopt such resolutions and take all other such actions as may reasonably be necessary to effectuate the foregoing provisions of this Section 5.10.

Company ESPP. With respect to As soon as practicable following the Company ESPPdate of this Agreement, the Company shall take all actions with respect to the Aetna Inc. 2016 Employee Stock Purchase Plan (the “Company ESPP”) that are necessary to ensure that provide that: (ai) with respect to the offering period for which participant payroll deductions commence during December 2017 (the “Company ESPP Offering Period”), (A) no offering period under participant may elect to participate in the Company ESPP shall commence on or after the date of this Agreement, (b) no new participants may join the offering period in existence under the Company ESPP on or after the date of this Agreement and (cB) no participant may increase the percentage amount of his or her salary deferrals with respect to such offering period. In the event payroll deduction election from that the offering period under the Company ESPP in effect as of on the date of this Agreement has not ended on for such Company ESPP Offering Period; and (C) such Company ESPP Offering Period shall terminate at the earlier of (x) the scheduled purchase date for such Company ESPP Offering Period and (y) immediately preceding prior to the Effective Time, then the Company ESPP and such offering period shall be terminated as of the day immediately preceding the Effective Time, and all participant contributions then in the Company ESPP ; (ii) each participant’s accumulated payroll deduction shall be used to purchase shares of Company Common Stock on such date in accordance with the terms of the Company ESPP as if on the earlier of (x) the scheduled purchase date for such date was the last day of such offering period. As of Company ESPP Offering Period and (y) immediately prior to the Effective Time; (iii) no additional offering periods shall commence thereafter; and (iv) subject to the consummation of the Merger, all shares of Company Common Stock purchased under the Company ESPP shall be treated identically to all other shares of Company Common Stock with respect to the payment of the Merger Consideration as set forth in Section 2.01(c)terminate, and the Company shall cause the Company ESPP to terminate. Prior to effective at the Effective Time, the Company shall adopt such resolutions and take all other such actions as may reasonably be necessary to effectuate the foregoing provisions of this Section 5.10.

Company ESPP. With respect to the Company ESPP, the Company shall take all actions necessary to ensure that (ai) no offering period under the Company ESPP shall commence on or after As soon as practicable following the date of this Agreement, the Board of Directors of the Company shall adopt resolutions and take all actions necessary to (bA) no new participants may join cause the Company’s 2012 Employee Stock Purchase Plan (the “Company ESPP”) not to (1) commence an offering period to purchase Company Common Stock that would otherwise begin after the end of the offering period in existence effect as of the date hereof or (2) accept payroll deductions to be used to purchase Company Common Stock under the Company ESPP on after the end of the offering period in effect as of the date hereof, (B) provide that (1) each individual participating in the offering period in effect as of the date hereof will not be permitted to increase his or after her payroll contribution rate pursuant to the Company ESPP from the rate in effect when such offering period commenced and (2) no individual will be allowed to commence participation in the Company ESPP following the date of this Agreement and (cC) no participant may increase cause the amount Company ESPP to terminate immediately after the purchases set forth in Section 1.8(c)(ii). (ii) No later than five (5) days prior to the Effective Time, in the case of his or her salary deferrals with respect to such offering period. In any outstanding purchase rights under the event that Company ESPP, (A) the offering period (if any) under the Company ESPP in effect as of the date of this Agreement has not ended on the date immediately preceding the Effective Time, then the Company ESPP shall end and such offering period shall be terminated as of the day immediately preceding the Effective Time, and all participant contributions then in the Company ESPP each participant’s accumulated payroll deduction shall be used to purchase shares of newly issued Company Common Stock on such date in accordance with the terms of the Company ESPP as if and (B) such date was the last day of such offering period. As of the Effective Time, all shares of Company Common Stock purchased under the Company ESPP shall be treated identically to the same as all other shares of Company Common Stock in accordance with respect to the payment Section 1.7 of the Merger Consideration as set forth in Section 2.01(c), and the this Agreement. The Company shall cause the Company ESPP to terminate. Prior to the Effective Time, the Company shall adopt such resolutions and take all other such actions as make any pro rata adjustments that may reasonably be necessary to effectuate reflect the foregoing provisions of this Section 5.10shortened offering period.

Company ESPP. With As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the SciQuest, Inc. Employee Stock Purchase Plan (the “ESPP”)) shall adopt such resolutions or take such other actions as may be required to provide that with respect to the Company ESPP, ESPP (i) participation following the Company date of this Agreement shall take all actions necessary be limited to ensure that (a) no offering period under the Company ESPP shall commence those employees who participate on or after the date of this Agreement, (bii) no new except to the extent necessary to maintain the status of the ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the Treasury Regulations thereunder, participants may join not increase their payroll deductions or purchase elections from those in effect on the date of this Agreement, (iii) that the ESPP be suspended at the close of the current offering period in existence under the Company ESPP on or and no offering period shall be commenced after the date of this Agreement and unless the Merger is not consummated, (civ) no participant may increase the amount of his or her salary deferrals with respect each participant’s outstanding right to such offering period. In the event that the offering period purchase Shares under the Company ESPP in effect as of the date of this Agreement has not ended shall terminate on the date immediately preceding the Effective Time, then the Company ESPP and such offering period shall be terminated as of the day immediately preceding prior to the day on which the Effective Time, and Time occurs (if not earlier terminated pursuant to the terms of the ESPP); provided that all participant contributions then in amounts allocated to each participant’s account under the Company ESPP as of such date shall thereupon be used to purchase shares of from the Company Common Stock on such date in accordance with whole Shares at the applicable price determined under the terms of the Company ESPP as if for the then outstanding offering periods using such date was as the last day of final purchase date for each such offering period. As of , and (v) the ESPP shall terminate immediately prior to the day on which the Effective Time, all shares Time occurs (if not earlier terminated by the Board of Company Common Stock purchased under the Company ESPP shall be treated identically to all other shares of Company Common Stock with respect to the payment of the Merger Consideration as set forth in Section 2.01(cDirectors), and the Company shall cause the Company ESPP to terminate. Prior to the Effective Time, the Company shall adopt such resolutions and take all other such actions as may reasonably be necessary to effectuate the foregoing provisions of this Section 5.10.

Company ESPP. With respect to No later than five Business Days after the Company ESPPdate of this Agreement, the Company shall take all actions necessary or appropriate pursuant to ensure that (a) no offering period under the terms of the Company ESPP shall commence on or after the date of this Agreement, to (bA) provide that (i) no new participants may join the offering period in existence under the Company ESPP on or after purchase period will be commenced following the date of this Agreement under the Company ESPP and (c) no participant may increase the amount of his or her salary deferrals with respect to such offering period. In the event that the offering period or purchase period in effect on the date of this Agreement shall be the final offering period or purchase period thereunder, (ii) there will be no increase in the amount of participants’ payroll deduction elections under the Company ESPP during the offering period or purchase period that is in effect on the date of the Agreement from those in effect as of the date of this Agreement has not ended on the date immediately preceding the Effective TimeAgreement, then (iii) no individuals shall commence participation in the Company ESPP and such offering during the period shall be terminated as from the date of the day immediately preceding this Agreement through the Effective Time, and all participant contributions then in (iv) each purchase right issued pursuant to the Company ESPP shall be used to purchase shares of Company Common Stock on such date fully exercised in accordance with the terms of the Company ESPP as if such on the earlier of (x) the scheduled purchase date was the last day of for such offering period. As period that is in effect on the date of this Agreement and (y) the date that is seven Business Days prior to the Effective Time, all Time (with any participant payroll deductions not applied to the purchase of shares of Company Common Stock purchased under returned to the participant), and (B) terminate the Company ESPP shall be treated identically to all other shares of Company Common Stock with respect to the payment of the Merger Consideration as set forth in Section 2.01(c), and the Company shall cause the Company ESPP to terminate. Prior effective immediately prior to the Effective Time, the Company shall adopt such resolutions and take all other such actions as may reasonably be necessary to effectuate the foregoing provisions of this Section 5.10.

Company ESPP. With respect to the Company ESPP, the Company shall take all actions necessary to ensure that (a) no offering period under the Company ESPP shall commence on or after Promptly following the date of this Agreement, the Company Board (bor, if applicable, any committee thereof administering the Company ESPP) no new participants may join 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 offering period in existence Company ESPP) under the Company ESPP on or after as of the date of this Agreement and Date, (ci) no participant in the Company ESPP may increase the percentage amount of his or her salary deferrals 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. In Offering Period(s) (the event that the offering period under the Company ESPP in effect as of the date of this Agreement has not ended on the date “Shortened Offering Period”); and (iv) immediately preceding the Effective Time, then the Company ESPP and such offering period shall be terminated as of the day immediately preceding the Effective Timeprior to, and all participant contributions then in the Company ESPP shall be used to purchase shares of Company Common Stock on such date in accordance with the terms of the Company ESPP as if such date was the last day of such offering period. As of the Effective Time, all shares of Company Common Stock purchased under the Company ESPP shall be treated identically to all other shares of Company Common Stock with respect subject to the payment occurrence of the Merger Consideration as set forth in Section 2.01(c), and the Company shall cause the Company ESPP to terminate. Prior to the Effective Time, the Company ESPP shall adopt such resolutions and take all other such actions as may reasonably be necessary to effectuate the foregoing provisions of this Section 5.10terminate.