Common use of Company ESPP Clause in Contracts

Company ESPP. As soon as practicable following the date hereof, the Company shall take all actions as may be reasonably required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date hereof shall not be permitted to (1) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (2) make separate non-payroll contributions to the Company ESPP on or following the date hereof. Prior to the Effective Time, the Company shall take all actions that may be reasonably necessary to (A) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the Effective Time, to be terminated no later than five (5) Business Days prior to the date on which the Effective Time occurs, (B) make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP and (C) cause the exercise (as of no later than five (5) Business Days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be entitled to the Merger Consideration in accordance with Section 2.1. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company shall terminate the Company ESPP.

Company ESPP. As soon as practicable following From and after the date hereofAgreement Date, the Company shall take all actions as may be reasonably required to provide that (i) will not establish any new offering period under the Offering Period (as defined Company ESPP. Participation in the Company ESPP) in effect as of the date hereof ESPP shall be limited to those employees who were participants on the final Offering Period (such period, the “Final Offering Period”) Agreement Date and no further Offering Period shall commence pursuant to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date hereof shall any current purchase period will not be permitted to (1i) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when immediately prior to the Final Offering Period commenced Agreement Date; or (2ii) make separate non-payroll contributions to the Company ESPP on that has the effect of increasing his or following her contribution rate in effect immediately prior to the date hereofAgreement Date, except, in each case, as may be required by applicable Law. Prior to the Effective Time, the Company shall will take all actions action that may be reasonably necessary to to, effective upon the consummation of the Merger, (A) cause any Purchase Period (as defined in the Final Offering Period, to the extent Company ESPP) that it would otherwise be outstanding at the Effective Time, Time to be terminated no later than five (5) three Business Days prior to the date on which the Effective Time occurs, Closing Date; (B) make any pro rata adjustments that may be necessary or advisable to reflect the Final Offering shortened Purchase Period, but otherwise treat the Final Offering such shortened Purchase Period as a fully effective and completed Offering Purchase Period for all purposes pursuant to the Company ESPP and ESPP; (C) cause the exercise (as of no later than five (5) three Business Days prior to the date on which the Effective Time occursClosing Date) of each outstanding purchase right pursuant to the Company ESPP; and (D) provide that no further Purchase Period or purchase offer period will commence pursuant to the Company ESPP after the Effective Time. Notwithstanding any restrictions on transfer of stock in the Company ESPP, all Shares purchased under the Company ESPP shall be treated identically to all other Shares in the Merger and the payment described in Section 2.7(a). On such exercise date, the Company shall will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock Shares in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be entitled to the Merger Consideration in accordance with Section 2.1. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company shall will terminate the Company ESPP.

Company ESPP. As soon as practicable following the date hereof, the Company shall take all actions as may be reasonably required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof shall be the final Offering Period (such period, the “Final Offering Period”) and no further Offering Period shall commence pursuant to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date hereof shall not be permitted to (1) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (2) make separate non-payroll contributions to the Company ESPP on or following the date hereof. Prior to the Effective Time, the Company shall take all actions that may be reasonably necessary to or required under the Company ESPP and applicable Law to, contingent upon the occurrence of the Effective Time, (Ai) cause the purchase period then underway under the Company ESPP (the “Final Offering Purchase Period”), to the extent that it would otherwise be outstanding at the Effective Time, to be terminated no later than five (5) Business Days the day immediately prior to the date on which the Effective Time occurs, ; (Bii) make any pro rata adjustments that may be necessary to reflect the Final Offering Purchase Period, but otherwise treat the Final Offering Purchase Period as a fully effective and completed Offering Period purchase period for all purposes pursuant to the Company ESPP and ESPP; (Ciii) cause the exercise (as of no later than five (5) Business Days the day immediately prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP; and (iv) cause the Company ESPP to be terminated no later than the day immediately prior to the date on which the Effective Time occurs, such that no further rights shall be granted or exercised under the Company ESPP thereafter; provided that (A) there will be no increase in the percentage of participants’ payroll deduction elections under the Company ESPP from those in effect as of the date of this Agreement and (B) no additional Persons shall commence participation in the Company ESPP during the period from the date of this Agreement through the Effective Time. On such the exercise datedate of the Final Purchase Period, the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock Shares in accordance with the terms of the Company ESPP, and such shares of Company Common Stock Shares shall be outstanding Company Shares and entitled to the Merger Consideration in accordance with Section 2.1. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company shall terminate the Company ESPPConsideration.

Company ESPP. As soon as practicable following Simultaneously in connection with the date hereofexecution of this Agreement, the Company shall take all actions as may be reasonably required to provide that shall: (i) the Offering Period cause any offering period (as defined or similar period during which shares may be purchased) in progress under the Company ESPP) in effect ESPP as of the date hereof shall of this Agreement to be the final Offering Period offering period under the Company ESPP and to be terminated as of the date of this Agreement (such period, the “Final Offering PeriodExercise Date”) and no further Offering Period shall commence pursuant to the Company ESPP after the date hereof, and ); (ii) each individual participating in the Final Offering Period on the date hereof shall not be permitted to (1) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (2) make separate non-payroll contributions to the Company ESPP on or following the date hereof. Prior to the Effective Time, the Company shall take all actions that may be reasonably necessary to (A) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the Effective Time, to be terminated no later than five (5) Business Days prior to the date on which the Effective Time occurs, (B) make any pro pro-rata adjustments that may be necessary to reflect the Final Offering Periodshortened offering period (or similar period), but otherwise treat the Final Offering Period such shortened offering period (or similar period) as a fully effective and completed Offering Period offering period for all purposes pursuant to under the Company ESPP; and (iii) cause each participant’s then-outstanding share purchase right under the Company ESPP and (Cthe “Company ESPP Rights”) cause the exercise (to terminate as of no later than five (5) Business Days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPPFinal Exercise Date. On such exercise dateThereafter, the Company shall apply terminate the Company ESPP no later than the Effective Time. On the Final Exercise Date, to the extent sufficient funds have been credited as of such date pursuant to under the Company ESPP within each participant’s the associated accumulated payroll withholding account accounts for participants to the fund a share purchase for a reasonable number of whole shares, then such funds shall be used to purchase shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock otherwise the current offering period shall terminate without a final purchase. Each share purchased thereunder prior to the Effective Time shall be entitled cancelled at the Effective Time and converted into the right to receive the Common Merger Consideration in accordance with Section 2.13.1(a), subject to withholding of any applicable income and employment withholding Taxes. Immediately prior Any accumulated contributions of each participant under the Company ESPP following the Final Exercise Date shall, to the extent not used to purchase shares in accordance with the terms and effective as conditions of the Effective Time Company ESPP (but subject as amended pursuant to the consummation of the Mergerthis Section 3.3(e)), be refunded to such participant as promptly as practicable following the Final Exercise Date (without interest). No further Company ESPP Rights shall be granted or exercised under the Company shall terminate ESPP after the Company ESPPFinal Exercise Date.

Company ESPP. As soon as reasonably practicable following after the date hereofof this Agreement, the Company, the Company Board or the appropriate committee thereof shall adopt resolutions or take all other actions as may be reasonably required under the Employee Stock Purchase Plan of the Company, as amended and restated (the “Company ESPP”) to provide that (ia) the Offering Period “Offering” (as defined in the Company ESPP) in effect as of the date hereof of this Agreement shall be the final Offering Period (such period, the “Final Offering PeriodOffering”) and no further Offering Period shall commence pursuant to the Company ESPP after the date hereofof this Agreement, and (iib) each individual participating in the Final Offering Period on the date hereof of this Agreement shall not be permitted to (1i) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (2ii) make separate non-payroll contributions to the Company ESPP on or following the date hereofof this Agreement, except as may be required by applicable Law. Prior to the Effective Time, the Company shall take all actions action that may be reasonably necessary to to, effective upon the consummation of the Merger, (A) cause the Final Offering PeriodOffering, to the extent that it would otherwise be outstanding at the Effective Time, to be terminated no later than five (5) Business Days prior to the date on which the Effective Time occurs, ; (B) make any pro rata adjustments that may be necessary to reflect the Final Offering PeriodOffering, but otherwise treat the Final Offering Period as a fully effective and completed Offering Period for all purposes pursuant to the Company ESPP ESPP; and (C) cause the exercise (as of no later than five (5) Business Days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares each share of Company Common Stock shall be an outstanding share of Company Common Stock and entitled to the Merger Consideration in accordance with Section 2.1Per-Share Amount. Immediately prior The Company, the Company Board or a committee thereof shall adopt such resolutions as are necessary to and terminate the Company ESPP effective as of immediately prior to, and conditional upon the occurrence of, the Effective Time (but subject to the consummation of the Merger), the Company shall terminate the Company ESPPTime.