Common use of Company ESPP Clause in Contracts

Company ESPP. As soon as practicable 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 such that (i) with respect to any Offering Period in effect as of the date of this Agreement under the Company ESPP, such Offering Period shall terminate and each ESPP Option shall be exercised upon the earlier to occur of (A) an earlier Purchase Date (“New Purchase Dateˮ) in accordance with Section 6.04(a) of the Company ESPP that is no later than four (4) complete Trading Days prior to the Effective Time or (B) the date on which the Offering Period would otherwise end, and no additional Offering Period shall commence under the Company ESPP after the date of this Agreement; (ii) no individual participating in the Company ESPP shall be permitted to (A) increase the amount of such participant’s rate of payroll contributions thereunder from the rate in effect as of the date of this Agreement or (B) 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; (iii) no individual who is not participating in the Offering Period in effect as of the date of this Agreement may commence participation in such Offering Period following the date of this Agreement; and (iv) subject to the consummation of the Merger, the Company ESPP shall terminate as of immediately prior to the Effective Time. The Company shall notify each participant in writing at least ten (10) Business Days prior to any New Purchase Date that the Purchase Date for such participant’s ESPP Option (including for purposes of determining the ESPP Option Price of such ESPP Option) has been changed to the New Purchase Date and that such participant’s ESPP Option will be exercised automatically on the New Purchase Date, unless prior to such date the participant has withdrawn from the Offering Period.

Company ESPP. As soon as reasonably practicable following after the date of this Agreement, the Company, the Company Board (or, if applicable, any or the appropriate committee thereof administering the Company ESPP) shall adopt such resolutions or take such other necessary actions such as may be required to provide that (ia) with respect to any Offering Period the “Offering” (as defined in the Company 2009 Employee Stock Purchase Plan (the “Company ESPP”)) in effect as of the date of this Agreement under the Company ESPP, such Offering Period shall terminate and each ESPP Option shall be exercised upon the earlier to occur of final Offering (Asuch period, the “Final Offering”) an earlier Purchase Date (“New Purchase Dateˮ) in accordance with Section 6.04(a) of the Company ESPP that is no later than four (4) complete Trading Days prior to the Effective Time or (B) the date on which the Offering Period would otherwise end, and no additional further Offering Period shall commence under pursuant to the Company ESPP after the date of this Agreement; , and (iib) no each individual participating in the Company ESPP Final Offering on the date of this Agreement shall not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the amount of such participant’s rate of payroll contributions thereunder Company ESPP from the rate in effect as of when the date of this Agreement Final Offering commenced or (Bii) 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; (iii) no individual who is not participating in , except as may be required by applicable Law. Prior to the Offering Period in effect as of Effective Time, the date of this Agreement Company shall take all actions that may commence participation in such Offering Period following the date of this Agreement; and (iv) subject to be necessary to, effective upon the consummation of the Merger, (A) cause the Company ESPP shall terminate as of immediately prior Final Offering, to the extent that it would otherwise be outstanding at the Effective Time. The Company shall notify each participant in writing at least ten , to be terminated no later than five (105) Business Days prior to the date on which the Effective Time occurs; (B) make any New Purchase Date pro rata adjustments that may be necessary to reflect the Purchase Date Final Offering, but otherwise treat the Final Offering as a fully effective and completed Offering 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 ESPP Option (including for purposes of determining the ESPP Option Price of such ESPP Option) has been changed payroll withholding account to the New Purchase Date purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and that such participant’s shares of Company Common Stock shall be outstanding shares of Company Common Stock and entitled to the Merger Consideration in accordance with Section 3.01(a)(iii). The Company, the Company Board or a committee thereof shall adopt such resolutions as are necessary to terminate the Company ESPP Option will be exercised automatically on effective as of immediately prior to, and conditional upon the New Purchase Dateoccurrence of, unless prior to such date the participant has withdrawn from the Offering PeriodEffective Time.

Company ESPP. As soon as reasonably practicable following after the date of this Agreement, the Company, the Company Board (or, if applicable, any or the appropriate committee thereof administering shall adopt resolutions or take other actions as may be required under the Employee Stock Purchase Plan of the Company, as amended and restated (the “Company ESPP”) to provide that (a) the “Offering” (as defined in the Company ESPP) shall adopt such resolutions or take such other necessary actions such that (i) with respect to any Offering Period in effect as of the date of this Agreement under the Company ESPP, such Offering Period shall terminate and each ESPP Option shall be exercised upon the earlier to occur of final Offering (Asuch period, the “Final Offering”) an earlier Purchase Date (“New Purchase Dateˮ) in accordance with Section 6.04(a) of the Company ESPP that is no later than four (4) complete Trading Days prior to the Effective Time or (B) the date on which the Offering Period would otherwise end, and no additional further Offering Period shall commence under pursuant to the Company ESPP after the date of this Agreement; , and (iib) no each individual participating in the Company ESPP Final Offering on the date of this Agreement shall not be permitted to (Ai) increase his or her payroll contribution rate pursuant to the amount of such participant’s rate of payroll contributions thereunder Company ESPP from the rate in effect as of when the date of this Agreement Final Offering commenced or (Bii) 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; (iii) no individual who is not participating in , except as may be required by applicable Law. Prior to the Offering Period in effect as of Effective Time, the date of this Agreement Company shall take all action that may commence participation in such Offering Period following the date of this Agreement; and (iv) subject to be necessary to, effective upon the consummation of the Merger, (A) cause the Company ESPP shall terminate as of immediately prior Final Offering, to the extent that it would otherwise be outstanding at the Effective Time. The Company shall notify each participant in writing at least ten , to be terminated no later than five (105) Business Days prior to the date on which the Effective Time occurs; (B) make any New Purchase Date pro rata adjustments that may be necessary to reflect the Purchase Date Final Offering, but otherwise treat the Final Offering as a fully effective and completed Offering 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 ESPP Option (including for purposes of determining the ESPP Option Price of such ESPP Option) has been changed payroll withholding account to the New Purchase Date purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and that each share of Company Common Stock shall be an outstanding share of Company Common Stock and entitled to the Per-Share Amount. The Company, the Company Board or a committee thereof shall adopt such participant’s resolutions as are necessary to terminate the Company ESPP Option will be exercised automatically on effective as of immediately prior to, and conditional upon the New Purchase Dateoccurrence of, unless prior to such date the participant has withdrawn from the Offering PeriodEffective Time.

Company ESPP. As soon as practicable 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 such that (i) with respect to any Offering Period in effect as of the date of this Agreement under the Company ESPP, such Offering Period shall terminate and each ESPP Option shall be exercised upon the earlier to occur of (A) an earlier Purchase Date (“New Purchase DateˮDate”) in accordance with Section 6.04(a) of the Company ESPP that is no later than four (4) complete Trading Days prior to the Effective Time or (B) the date on which the Offering Period would otherwise end, and no additional Offering Period shall commence under the Company ESPP after the date of this Agreement; (ii) no individual participating in the Company ESPP shall be permitted to (A) increase the amount of such participant’s rate of payroll contributions thereunder from the rate in effect as of the date of this Agreement or (B) 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; (iii) no individual who is not participating in the Offering Period in effect as of the date of this Agreement may commence participation in such Offering Period following the date of this Agreement; and (iv) subject to the consummation of the Merger, the Company ESPP shall terminate as of immediately prior to the Effective Time. The Company shall notify each participant in writing at least ten (10) Business Days prior to any New Purchase Date that the Purchase Date for such participant’s ESPP Option (including for purposes of determining the ESPP Option Price of such ESPP Option) has been changed to the New Purchase Date and that such participant’s ESPP Option will be exercised automatically on the New Purchase Date, unless prior to such date the participant has withdrawn from the Offering Period.

Company ESPP. As soon as practicable following Prior to the date of this AgreementEffective Time, the Company Board shall take all actions as are necessary to, (or, if applicable, any committee thereof administering the Company ESPPa) shall adopt such resolutions or take such other necessary actions such provide that (i) with respect to any Offering Period in effect as of the date of this Agreement under the Company ESPP, such Offering Period shall terminate and each ESPP Option shall be exercised upon the earlier to occur of (A) an earlier Purchase Date (“New Purchase Dateˮ) in accordance with Section 6.04(a) of the Company ESPP that is no later than four (4) complete Trading Days prior to the Effective Time or (B) the date on which the Offering Period would otherwise end, and no additional Offering Period shall commence under the Company ESPP after the date of this Agreement; (ii) no individual participating in the Company ESPP shall new individuals will be permitted to (A) increase the amount of such participant’s rate of payroll contributions thereunder from the rate enroll in effect as of the date of this Agreement or (B) 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; (iiib) no individual who is make any adjustments that may be necessary or advisable to reflect the shortened offering period, but otherwise treat such shortened offering period as a fully effective and completed offering period or purchase period for all purposes pursuant to the Company ESPP; (c) not participating allow any increase in the Offering Period amount of participants’ payroll deduction elections under the Company ESPP during the offering period that is in effect as of on the date of this Agreement may (the “Current Offering Period”) from those in effect on the date of this Agreement; (d) cause the exercise (as of no later than one Business Day prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP, but otherwise not issue any Company Common Stock under the Company ESPP; (e) provide that no further offering period will commence participation in such Offering Period following pursuant to the Company ESPP on or after the date of this Agreement; and (ivf) not extend the Current Offering Period. If purchase rights are exercised under the Company ESPP pursuant to the foregoing clause (d) prior to the Closing Date, on such exercise date, the Company will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company ESPP shall terminate as of immediately prior to the Effective Time. The Company ESPP and no further rights shall notify each participant in writing at least ten (10) Business Days prior to any New Purchase Date that be granted or exercised under the Purchase Date for such participant’s Company ESPP Option (including for purposes of determining the ESPP Option Price of such ESPP Option) has been changed to the New Purchase Date and that such participant’s ESPP Option will be exercised automatically on the New Purchase Date, unless prior to such date the participant has withdrawn from the Offering Periodthereafter.

Company ESPP. As soon as practicable 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 such that (i) with respect to any Offering Period in effect as of the date of this Agreement under the Company ESPP, such Offering Period shall terminate and each ESPP Option shall be exercised upon the earlier to occur of (A) an earlier Purchase Exercise Date (“New Purchase DateˮExercise Date”) in accordance with Section 6.04(a5.2(c) of the Company ESPP that is no later than four (4) complete Trading Days prior to the Effective Time or (B) the date on which the Offering Period would otherwise end, and no additional Offering Period shall commence under the Company ESPP after the date of this Agreement; (ii) no individual participating in the Company ESPP shall be permitted to (A) increase the amount of such participant’s rate of payroll contributions thereunder from the rate in effect as of the date of this Agreement or (B) 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; (iii) no individual who is not participating in the Offering Period in effect as of the date of this Agreement may commence participation in such Offering Period following the date of this Agreement; and (iv) subject to the consummation of the Merger, the Company ESPP shall terminate as of immediately prior to the Effective Time. The Company shall notify each participant in writing at least ten (10) Business Days prior to any New Purchase Exercise Date that the Purchase Exercise Date for such participant’s ESPP Option (including for purposes of determining the ESPP Option Price of such ESPP Option) has been changed to the New Purchase Exercise Date and that such participant’s ESPP Option will be exercised automatically on the New Purchase Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period.