Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.
Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining any necessary determinations or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable Laws to (i) ensure that, except for the current offering period under the ESPP that commenced on May 1, 2024 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (ii) if the Closing shall occur prior to the end of the Final Offering, each individual participating in the Final Offering shall receive notice of the Transactions no later than five (5) Business Days prior to the Closing Date and shall have an opportunity to terminate his or her outstanding purchase rights under the ESPP, (iii) the Final Offering shall end on the Closing Date, (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering, (v) the applicable purchase price for shares of Company Common Stock shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement and (vi) the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.
Employee Stock Purchase Plan. The administrator of the Parent ESPP shall take all actions necessary and appropriate to provide that all payroll deductions and other contributions of the participants in the Parent ESPP who are SpinCo Group Employees shall cease on or before the Distribution Date.
Employee Stock Purchase Plan. At the Effective Time, the Company Stock Purchase Plan and each outstanding purchase right under the Company Stock Purchase Plan shall be assumed by Parent. Within five business days of the date hereof, Company shall deliver a schedule that sets forth a true and complete list as of the date hereof of all holders of outstanding purchase rights under the Company Stock Purchase Plan, including the payroll deduction amount elected by each holder and the price per share of Company Common Stock at the start of the current purchase periods. On the Closing Date, Company shall deliver to Parent an updated version of such schedule, current as of such date. Each such purchase right so assumed by Parent under this Agreement shall continue to have, and be subject to, the terms and conditions set forth in the Company Stock Purchase Plan and the documents governing the outstanding purchase rights under the Company Stock Purchase Plan immediately prior to the Effective Time, except that the purchase price of shares of Parent Common Stock and the number of shares of Parent Common Stock to be issued upon the exercise of each such purchase right shall be adjusted in accordance with the Exchange Ratio (with the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent). The assumed outstanding purchase rights under the Company Stock Purchase Plan shall be exercised at such times following the Effective Time as set forth in the Company Stock Purchase Plan, and each participant shall, accordingly, be issued shares of Parent Common Stock at such times. The Company Stock Purchase Plan, and all outstanding purchase rights thereunder, shall terminate with the exercise of the last assumed purchase right, and no additional purchase rights shall be granted under the Company Stock Purchase Plan following the Effective Time.
Employee Stock Purchase Plan. As soon as practicable following the date of this Agreement, the Company Board shall adopt such resolutions or take such actions as are required under applicable Law and the Company’s Employee Stock Purchase Plan (“ESPP”) to: (i) immediately suspend any right to increase contributions into the ESPP and freeze contribution rates currently in effect; (ii) suspend all further contributions to the ESPP as of April 23, 2005 (the “Suspension Date”); (iii) designate and treat the second (2nd) Business Day following the Suspension Date as the last day of the Option Period (as such term is defined in the ESPP) now in progress under the ESPP; (iv) in accordance with the ESPP, provide that the Option Price (as such term is defined in the ESPP) for the current Option Period for employees whose contributions to the ESPP (A) commenced as of January 1, 2005 shall be $11.98 (the “January ESPP Price”)) and (B) commenced as of April 1, 2005 shall be $10.82 (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, in each case, is equal to 85% of the average of the high and low sales prices of the Company Common Stock of the applicable first day of the current Option Period; (v) suspend commencement of any new Option Periods under the ESPP; (vi) assure that all amounts contributed by each participant under the ESPP and not theretofore withdrawn are converted pursuant to the ESPP immediately prior to the Effective Time into the right to receive an amount in cash equal to the product of (A) the per share Merger Consideration, multiplied by (B) such participant’s ESPP Number (as defined below); and (vii) terminate the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP Price.
Employee Stock Purchase Plan. (a) Effective on or before the Effective Date (or such other date as may be agreed to by the Parties), LPS shall adopt, or cause the applicable LPS Group Member to adopt, an employee stock purchase plan (the “LPS ESPP”) that is substantially similar to the FIS ESPP in which Employees participate immediately prior to the Effective Date. The Transferred Employees shall be eligible to participate in the LPS ESPP on the Effective Date.
(b) On the Transfer Date, FIS shall cause the accounts, if any, of any Transferred Employee who is employed by LPS or an LPS Group Member immediately prior to the Transfer Date under the FIS ESPP to be transferred to the LPS ESPP, and LPS shall cause such transferred accounts to be accepted by the LPS ESPP. For purposes of the one-year requirement for matches under the LPS ESPP, LPS will give credit to Transferred Employees for their service with any FIS Group Member immediately prior to the Effective Date. LPS shall indemnify and hold harmless FIS for any liability arising from, or related to, the transfer contemplated by the foregoing provisions of this Section 3.3.
(c) During the Interim Period, LPS shall use commercially reasonable efforts to furnish, or cause to be furnished, to FIS such information as is reasonably necessary for FIS to properly administer during the Interim Period the Transferred Employees’ accounts under the FIS ESPP and maintain records accurately with respect thereto, including, without limitation, informing FIS of any employment terminations of Transferred Employees occurring during the Interim Period.
(d) The portions of the transferred accounts invested in FIS common stock shall be transferred in-kind to an account in the LPS ESPP (the “LPS ESPP FIS Stock Account”). The LPS ESPP FIS Stock Accounts shall be frozen immediately after the transfer so that contributions may not be allocated to, or transferred into, the LPS ESPP FIS Stock Accounts after the transfer; provided, however, that participants in the LPS ESPP with LPS ESPP FIS Stock Accounts may receive a distribution of FIS common stock out of their LPS ESPP FIS Stock Account at any time.
(e) The Transferred Employees shall, effective as of the Effective Date, cease to be eligible to participate in and to have any further payroll deductions withheld pursuant to the FIS ESPP.
(f) LPS shall be obligated to make to the LPS ESPP any employer matching contributions that become payable to the Transferred Employees for quarters ending after the Effecti...
Employee Stock Purchase Plan. Subject to the terms and conditions of the Employee Stock Purchase Plan as now or hereafter in effect as determined by the Board of Directors (or Compensation Committee), Employee will be eligible to participate in the Employee Stock Purchase Plan while he meets the eligibility requirements under the Employee Stock Purchase Plan. Note that any purchase rights or purchased shares under the Employee Stock Purchase Plan will be subject to all applicable state and federal tax and securities laws and the employment policies of ServiceSource.
Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time and not later than the day immediately prior to the date on which the first Offering Period (as defined in the ESPP) that is regularly scheduled to commence under the ESPP after the date of this Agreement, the Company shall take all necessary actions, including obtaining any necessary determinations or resolutions of the Company Board (or a committee thereof), if appropriate, and amending the terms of the ESPP as may be necessary or required under the ESPP and applicable Legal Requirements, to (i) provide that each individual participating in the Offering Period (as defined in the ESPP) in progress on the date of this Agreement (the “Final Offering”) shall not be permitted to increase the percentage of his or her earnings (as defined in the Final Offering documents) pursuant to the ESPP from the individual’s applicable elected percentage of earnings that was in effect when that Offering Period commenced, or make any non-payroll contributions to the ESPP on or following the date of this Agreement; (ii) ensure that, except for the Final Offering, no Offering Period under the ESPP will be authorized or commenced on or after the date of this Agreement; (iii) if the Closing will occur prior to the end of the Final Offering, provide each individual participating in the Final Offering with notice of the transactions contemplated by this Agreement and the CVR Agreement at least ten days prior to the New Exercise Date; (iv) cause the Final Offering to end no later than the date that is immediately prior to the Closing Date (the “New Exercise Date”); (v) make any pro rata adjustments that may be necessary to reflect the shortened Offering Period (as defined in the ESPP) of the Final Offering, but otherwise treat such shortened Offering Period of the Final Offering as a fully effective and completed Offering Period for all purposes pursuant to the ESPP; (vi) cause each ESPP participant’s accumulated contributions under the ESPP to be used to purchase shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering; (vii) provide that the applicable purchase price for Company Common Stock will not be decreased below the levels set forth in the ESPP as of the date of this Agreement; and (viii) ensure that no further rights are granted under the ESPP after the Effective Time. Immediately prior to and effective as of the Effect...
Employee Stock Purchase Plan. As promptly as practicable following the date of this Agreement (but in any event prior to the Effective Time), the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the ESPP and applicable Laws to ensure that, (A) except for the six-month offering period under the ESPP that commenced on July 1, 2022 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering shall end on the Closing Date, (C) each ESPP participant’s accumulated contributions under the ESPP shall, as soon as practicable following the Closing and without interest, be returned to the participant through the payroll system of the Surviving Corporation and (D) the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.
Employee Stock Purchase Plan. The Company has taken appropriate action to provide that, (i) the offering period pending on the last business day prior to the date hereof under the Company's Employee Stock Purchase Plan (the "Stock Purchase Plan") shall be terminated as of the date hereof, (ii) each participant in the Stock Purchase Plan on the date hereof shall be deemed to have exercised his or her Option (as defined in the Stock Purchase Plan) on such date and shall acquire from the Company (A) such number of whole Common Shares as his or her accumulated payroll deductions on such date will purchase at the Option Price (as defined in the Stock Purchase Plan) (treating the last business day prior to the date hereof as the "Exercise Date" for all purposes of the Stock Purchase Plan) and (B) cash in the amount of any remaining balance in such participant's account without interest, and (iii) the Stock Purchase Plan shall be terminated effective as of the date hereof.
