Company Stock Purchase Plan. Immediately prior to the Effective Time, each outstanding purchase right pursuant to the Company Stock Purchase Plan shall be exercised for the purchase of Company Common Stock at the price per share set forth in the Company Stock Purchase Plan, and the Company Common Stock so purchased shall be considered issued and outstanding immediately prior to the Effective Time and shall be converted pursuant to Section 3.02 hereof. The Company Stock Purchase Plan shall terminate effective with such exercise of purchase rights described herein and no further purchase rights shall be granted thereafter.
Company Stock Purchase Plan. Prior to the Effective Time of the Company Merger, the Company Purchase Plan shall be terminated. The rights of participants in the Company Purchase Plan with respect to any offering period then underway under such Company Purchase Plan shall be determined by treating the last business day prior to, or if more administratively advisable, the last payroll date of the Company immediately prior to, the Effective Time of the Company Merger, as the last day of such offering period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under such Company Purchase Plan. Prior to the Effective Time of the Company Merger, the Company shall take all actions (including, if appropriate, amending the terms of such Company Purchase Plan that are necessary to give effect to the transactions contemplated by this Section 5.9(d)).
Company Stock Purchase Plan. As soon as practicable following the date hereof, the Company, the Company Board or, as appropriate, any committee administering the Company Stock Purchase Plan shall adopt such resolutions or take such other actions as may be required to provide that, with respect to the Company Stock Purchase Plan: (i) the final exercise date shall be the Closing Date, (ii) each participant’s accumulated contributions under the Company Stock Purchase Plan shall be used to purchase shares of Company Common Stock in accordance with the terms of the Company Stock Purchase Plan as of such date (provided that participants shall not be permitted to increase their payroll deductions in effect as of the date hereof), and (iii) unless otherwise requested by Parent and US Holdco the Company Stock Purchase Plan shall terminate on such date and no further rights shall be granted or exercised under the Company Stock Purchase Plan. All shares of Company Common Stock purchased in accordance with this Section 3.07(c) shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement.
Company Stock Purchase Plan. Prior to the Effective Time, the Company shall take all actions necessary to (a) shorten the offering period under the Company Stock Purchase Plan in which the Effective Time occurs so that such offering period terminates on the day immediately prior to the Effective Time and (b) terminate the Company Stock Purchase Plan effective as of the Effective Time.
Company Stock Purchase Plan. The Company shall take all --------------------------- necessary and appropriate actions with respect to the Company Employee Qualified Stock Purchase Plan so that (a) the offering period ending July 31, 1999 is the final offering period under such plan and (b) such plan is terminated immediately prior to the Effective Time, without any additional offering periods having commenced thereunder.
Company Stock Purchase Plan. Upon execution of this Agreement, the Company shall suspend in full (and shall not reactivate) the Company's Stock Purchase Plan effective as of the last day of the current Offering Period (as such term is defined in the Stock Purchase Plan), which day is July 31, 2000. Any rights to purchase Company Common Stock that are outstanding as of such date may be exercised in accordance with the terms of the Stock Purchase Plan. The Company shall not issue any Company Shares or any rights to acquire Company Shares under the Stock Purchase Plan prior to the Effective Time of the Merger (other than shares issued pursuant to elections existing under the Stock Purchase Plan on the date hereof), and shall terminate the Stock Purchase Plan in full as of the Effective Time of the Merger.
Company Stock Purchase Plan. The Company Stock Purchase Plan shall be administered and, if necessary, amended to provide that all contributions withheld from the compensation of participants through the day before the Distribution Date (the "Purchase Date") shall be used on the Purchase Date to purchase Company Common Stock under the terms and conditions set forth in such Plan. From and after the Distribution Date, Company shall continue the Company Stock Purchase Plan with respect to Retained Employees. Company shall assume all obligations with respect to, and shall administer the Company Stock Purchase Plan under its terms with respect to Retained Employees.
Company Stock Purchase Plan. (a) The Company shall take such actions as are necessary to cause the "exercise date" (referred to as the last day of the "Purchase Period", as such term is used in the Company Stock Purchase Plan) applicable to the then current Purchase Period to be the last trading day on which the Company Common Stock is traded on the New York Stock Exchange immediately prior to the Effective Time (the "FINAL COMPANY PURCHASE DATE"); PROVIDED, THAT, such change in the "exercise date" shall be conditioned upon the consummation of the Merger. On the Final Company Purchase Date, the Company shall apply the funds credited as of such date under the Company Stock Purchase Plan within each participant's payroll withholdings account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company Stock Purchase Plan. The cost to each participant in the Company Stock Purchase Plan for shares of Company Common Stock shall be the lower of 85% of the closing sale price of Company Common Stock, as reported on the New York Stock Exchange composite tape (as published in THE WALL STREET JOURNAL) on (i) the first day of the then current Purchase Period or (ii) the last trading day on or prior to the Final Company Purchase Date.
(b) Employees of the Company as of the Effective Time shall be permitted to participate in Parent's Employee Stock Purchase Plan commencing on the first enrollment date following the Effective Time, subject to compliance with the eligibility provisions of such plan (with employees receiving credit, for purposes of such eligibility provisions, for service with the Company).
Company Stock Purchase Plan. The Company shall take all actions necessary to cause the last day of the "Purchase Period" (as defined in the Company Stock Purchase Plan) to be the earlier of (i) the end of the current Purchase Period or (ii) the date on which the Effective Time occurs. On such date, each participant in the Company Stock Purchase Plan shall be deemed to have purchased the number of whole Shares that could be purchased upon the application of the funds then in such participant's withholding account in accordance with the terms of the Company Stock Purchase Plan. As of the Effective Time, each participant shall be entitled to receive from the Company, for each Share such participant is deemed to have purchased, the Merger Consideration, subject to applicable withholding tax, if any. Notwithstanding the foregoing, no participant shall be entitled to receive any payment on account of any Shares deemed to have been purchased pursuant to this Section 2.6(b) until the participant shall have delivered to the Company an acknowledgment that the participant has received all amounts due in connection with the Company Stock Purchase Plan. The Company shall take all actions necessary to terminate the Company Stock Purchase Plan effective on the date as aforesaid so that no new Purchase Period that would otherwise commence on or after that date shall commence.
Company Stock Purchase Plan. Promptly after the date of this Agreement, the Company shall take all necessary and appropriate action such that (i) following the closing of any Offering Period (as defined in the Company Stock Purchase Plan) that is in effect on or after the date of this Agreement and prior to the Effective Time no new Offering Period under the Company Stock Purchase Plan shall commence after such closing, (ii) each participant in the Offering Period currently in effect shall not increase his or her payroll deductions or purchase elections from those immediately in effect prior to the date of this Agreement, (iii) if, with respect to any Offering Period in effect on the date of this Agreement, the Effective Time occurs prior to the Purchase Date (as defined in the Company Stock Purchase Plan) for such Offering Period, upon the Effective Time, each purchase right under the Company Stock Purchase Plan outstanding immediately prior to the Effective Time shall be used to purchase from the Company whole and fractional Shares (subject to the provisions of the Company Stock Purchase Plan regarding the maximum number and value of Shares purchasable per participant) at the applicable price determined under the terms of the Company Stock Purchase Plan and subject to the limitations set forth in clause (ii) of this Section 2.03(f), for the then outstanding Offering Period using such date as the final Purchase Date for such Offering Period, and any remaining accumulated but unused payroll deductions shall be distributed to the relevant participants without interest as promptly as practicable following the Effective Time and (iv) the Company Stock Purchase Plan is terminated at or prior to the Effective Time.
