Common use of Company ESPP Clause in Contracts

Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take all reasonable actions, including adopting any necessary resolution, to (i) terminate the Company’s 2014 Employee Stock Purchase Plan (the “Company ESPP”) as of immediately prior to the Closing Date, (ii) ensure that no new offering period under the Company ESPP shall commence on or after the date of this Agreement, (iii) if the Closing shall occur prior to the end of any offering period in existence under the Company ESPP on the date of this Agreement, cause a new exercise date to be set under the Company ESPP, which date shall be the Business Day immediately prior to the initial Offer Expiration Time, (iv) prohibit participants in the Company ESPP from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Company ESPP in accordance with the terms and conditions of the Company ESPP) and (v) provide that the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the Offer Expiration Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 2.08(d)), be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Company ESPP. As soon as practicable following To the date of this Agreementextent permitted by applicable Law and the applicable Company Union Contracts, the Company shall take all reasonable actions, including adopting any actions as are necessary resolution, to (i) provide that the Company ESPP shall terminate the Company’s 2014 Employee Stock Purchase Plan (the “Company ESPP”) as of immediately prior to the Closing Date, (ii) ensure that Date and no new offering period further rights shall be granted or exercised under the Company ESPP shall commence on or after the date of this Agreement, thereafter; (iiiii) if the Closing shall occur prior to the end of for any offering period in existence effect under the Company ESPP on immediately prior to the date of this AgreementClosing, cause establish a new exercise date to be set under the Company ESPP, which date shall be the no later than five (5) Business Day immediately Days prior to the initial Offer Expiration TimeClosing Date (the “ESPP Exercise Date”), (iv) prohibit participants in with the automatic purchase of Company ESPP from altering their payroll deductions from those in effect on the date Common Stock with respect to accumulated employee contributions of this Agreement (other than to discontinue their participation in each participant under the Company ESPP in accordance with respect of such offering period to occur on such date; (iii) make any adjustments that may be necessary or advisable to reflect the terms shortened offering period, but otherwise treat such shortened offering period as a fully effective and conditions of completed offering period or purchase period for all purposes pursuant to the Company ESPP) ; and (viv) provide that the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the Offer Expiration Time ESPP Exercise Date shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Company ESPP (as amended pursuant to and this Section 2.08(d)2.04(c), be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take all reasonable actions, including adopting any necessary resolution, to (i) terminate the Company’s 2014 2013 Employee Stock Purchase Plan Plan, as amended (the “Company ESPP”) ), as of immediately prior to the Closing Date, (ii) ensure that no new offering period under the Company ESPP shall commence on or after the date of this Agreement, (iii) if the Closing shall occur prior to the end of any offering period in existence under the Company ESPP on the date of this Agreement, cause a new exercise date to be set under the Company ESPP, which date shall be the ten (10) Business Day immediately Days prior to the initial Offer Expiration Time, for the automatic exercise of such options on such date, (iv) prohibit participants in the Company ESPP from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Company ESPP in accordance with the terms and conditions of the Company ESPP) and (v) provide that the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the Offer Expiration Time shall, to the extent not used to purchase shares of Company Common Stock Shares in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 2.08(d2.08(h)), be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take all reasonable actions, including adopting any necessary resolution, to (i) terminate the Company’s 2014 1997 Employee Stock Purchase Plan (the “Company ESPP”) as of immediately prior to the Closing Date, (ii) ensure that no new offering period under the Company ESPP shall commence on or after the date of this Agreement, (iii) if the Closing shall occur prior to the end of any offering period in existence under the Company ESPP on the date of this Agreement, cause a new exercise date to be set under the Company ESPP, which date shall be the Business Day immediately prior to the initial Offer Expiration Time, (iv) prohibit participants in the Company ESPP from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Company ESPP in accordance with the terms and conditions of the Company ESPP) and (v) provide that the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the Offer Expiration Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 2.08(d)), be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take all reasonable actions, including adopting any necessary resolution, to (i) terminate the Company’s 2014 2010 Employee Stock Purchase Plan Plan, as amended (the “Company ESPP”) ), as of immediately prior to the Closing Date, (ii) ensure that no new offering period under the Company ESPP shall commence on or after the date of this Agreement, (iii) if the Closing shall occur prior to the end of any offering period in existence under the Company ESPP on the date of this Agreement, cause a new exercise date to be set under the Company ESPP, which date shall be the ten (10) Business Day immediately Days prior to the initial Offer Expiration Time, for the automatic exercise of such options on such date, (iv) prohibit participants in the Company ESPP from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Company ESPP in accordance with the terms and conditions of the Company ESPP) and (v) provide that the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the Offer Expiration Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 2.08(d2.08(c)), be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Company ESPP. As soon promptly as reasonably practicable following the date of this Agreement, the Company shall take all reasonable actionssuch actions (to the extent not already taken prior to the date of this Agreement) as may be required to provide that, including adopting any necessary resolutionwith respect to the MyoKardia, to (i) terminate the Company’s 2014 Inc. Amended and Restated Employee Stock Purchase Plan (the “Company ESPP”) as (i) participation following the date of this Agreement shall be limited to those employees who participated in the Company ESPP immediately prior to the Closing Date, (ii) ensure that no new offering period under the Company ESPP shall commence on or after the date execution and delivery of this Agreement, (iiiii) if the Closing shall occur participants may not increase their payroll deductions or purchase elections from those in effect immediately prior to the end execution and delivery of any this Agreement (unless otherwise required by the Code), (iii) no new offering period in existence under shall commence, nor shall any existing offering period be extended, after the Company ESPP on the date execution and delivery of this Agreement, cause a new exercise date to be set under the Company ESPP, which date shall be the Business Day immediately prior to the initial Offer Expiration Time, (iv) prohibit participants in the Company ESPP from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Company ESPP in accordance with the terms and conditions of the Company ESPP) and (v) provide that the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the Offer Expiration Time shall, to the extent not used participant’s outstanding right to purchase shares of Company Common Stock in accordance with under the Company ESPP shall terminate on the day immediately prior to the day on which the Effective Time occurs (if not earlier terminated pursuant to the terms and conditions of the Company ESPP); provided that all amounts allocated to each participant’s account under the Company ESPP (as amended of such date shall be returned to the participant by the Company pursuant to this Section 2.08(d))the terms of the Company ESPP, be refunded and (v) the Company ESPP shall terminate no later than immediately prior to such participant as promptly as practicable following the Effective Time (without interest)Time.

Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take all reasonable actions, including adopting any necessary resolution, to (i) terminate the Company’s 2014 2017 Employee Stock Purchase Plan (the “Company ESPP”) as of immediately prior to the Closing Date, (ii) ensure that no new offering period under the Company ESPP shall commence on or after the date of this Agreement, (iii) if the Closing shall occur prior to the end of any offering period in existence under the Company ESPP on the date of this Agreement, cause a new exercise date to be set under the Company ESPP, which date shall be the Business Day immediately prior to the initial Offer Expiration Time, (iv) prohibit participants in the Company ESPP from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Company ESPP in accordance with the terms and conditions of the Company ESPP) and (v) provide that the amount of the accumulated contributions of each participant under the Company ESPP as of immediately prior to the Offer Expiration Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 2.08(d2.08(c)), be refunded to such participant as promptly as practicable following the Effective Time (without interest).