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 The Company shall take all actions necessary such that any current offering period as of the date of this Agreement shall be the final offering period under the Company’s 2007 Employee Stock Purchase Plan (the “Company ESPP”). In addition, effective as of the date of this Agreement, the Company shall have taken all actions necessary such that (x) no new participant shall be permitted to join any current offering period in progress under the Company ESPP and (y) no participant in the Company ESPP with respect to any current offering period shall be permitted to increase his or her contributions or the Company ESPPamount of withholding elections with respect to any current offering period. Unless it has earlier terminated, the Company shall take all actions necessary to ensure so 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 terminate immediately prior 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 shorten the duration of any then current offering period under the Company ESPP and purchase Shares with all amounts withheld by the Company on behalf of the participants in the Company ESPP as of such resolutions and take all other such actions as may reasonably date. Any Shares so purchased shall be necessary treated in accordance with Section 2.1 above. All amounts withheld by the Company on behalf of the participants in the Company ESPP that have not been used to effectuate purchase Shares at or prior to the foregoing provisions Effective Time will be returned to the participants without interest pursuant to the terms of this Section 5.10the Company ESPP upon the termination of the Company ESPP.

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 Company ESPP that are necessary to ensure that provide 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 with respect to 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 hereof (the “Company ESPP Offering Period”), no employee who is not ended enrolled in the Company ESPP on the date immediately preceding the Effective Time, then hereof may participate in the Company ESPP and such no participant in the Company ESPP who is enrolled in the Company ESPP on the date hereof may increase the percentage amount of his or her payroll deduction election from that in effect on the date hereof for the Company ESPP Offering Period; (b) if the Company ESPP Offering Period ends prior to the Closing Date, then following the purchase of Company Common Stock pursuant to the Company ESPP Offering Period, the Company ESPP shall be suspended and no new offering period shall be terminated commenced under the Company ESPP prior to the Effective Time; (c) if the Company ESPP Offering Period has not ended prior to the Closing Date, then any accumulated payroll deductions under the Company ESPP as of the day immediately preceding the Effective Time, and all participant contributions then in the Company ESPP Closing Date 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 immediately prior to the Effective Time; and (d) in all cases, all shares subject to the consummation of Company Common Stock purchased under the Mergers, 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 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 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) 8) no new participants participant may join increase the offering period percentage amount of his or her payroll deduction election from that in existence under the Company ESPP effect on or after the date of this Agreement for such Company ESPP Offering Period; and (cC) 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 Offering Period shall terminate at the earlier of (x) the scheduled purchase date of this Agreement has not ended on the 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 As soon as practicable following the Company ESPPdate of this Agreement, the Company shall take all actions necessary with respect to ensure that (a) no offering period under the Company ESPP shall commence on or after the date of this Agreement, that are necessary to provide that: (bi) 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 any “Purchase Period” (as defined in the Company ESPP ESPP) in effect as of the date of this Agreement has (the “Current ESPP Purchase Period”), no employee who is not ended a participant in the Company ESPP as of the date of this Agreement may become a participant in the Company ESPP and no participant in the Company ESPP may increase the percentage amount of such participant’s payroll deduction election form then in effect on the date of this Agreement for such Current ESPP Purchase Period, (ii) subject to the consummation of the Merger, the Company ESPP shall terminate effective immediately preceding prior to the Effective Time, (iii) if all such Current ESPP Purchase Periods terminate prior to the Effective Time, then the Company ESPP and such offering period shall be terminated as of the day immediately preceding the Effective Timesuspended, and all participant contributions then in (iv) no new Purchase Period shall commence under the Company ESPP shall prior to the termination of this Agreement and (v) if any Purchase Period would otherwise still be used in effect as of less than five (5) Business Days prior to purchase shares of Company Common Stock on such date in accordance with the terms of the Company ESPP as if such date was Closing Date, then the last day of such offering periodCurrent ESPP Purchase Period shall be accelerated to the fifth (5th) Business Day prior to the Closing Date and the final settlement or purchase of Shares thereunder shall be made on that Business Day. As The Company shall provide all required notices of the Effective Time, all shares of Company Common Stock purchased under foregoing to the participants in the Company ESPP shall be treated identically to all other shares of Company Common Stock in accordance 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 5.10ESPP.