Common use of Employee Stock Purchase Plan Clause in Contracts

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. As soon as reasonably practicable following From and after the date of this Agreement and in any event prior to the Effective TimeAgreement, 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 cause no further offering periods to commence under the ESPP and shall adopt any necessary or applicable Laws amendment or resolution, to (i) ensure that, except for the current offering period under prohibit new participants from participating in the ESPP that commenced and prohibit participants in the ESPP from increasing their payroll deductions from those in effect 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 provide that no offering period shall be commenced after the Closing shall occur prior to the end date 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 ESPPthis Agreement, (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) ensure that 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 Agreement, (iv) provide that each participant’s outstanding right to purchase shares of Company Common Stock under the ESPP shall be suspended immediately following the end of the current offering period thereunder (the “Current Offering Period”) or if earlier, each participant’s outstanding right to purchase shares of Company Common Stock under the ESPP shall terminate on the day that is seven Business Days immediately prior to the day on which the Acceptance Time occurs; provided that, in either case, all amounts allocated to each participant’s account under the ESPP as of such date shall thereupon be used to purchase from the Company shares of Company Common Stock at the applicable price for the Current Offering Period and such shares of Company Common Stock shall be subject to the provisions of Section 1.8; and (viv) the ESPP shall terminate in its entirety at the Effective Acceptance Time and no further rights shall be granted or exercised under the ESPP thereafter.

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 The Company’s 2005 Employee Stock Purchase Plan (the “Company 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, terminated at least ten (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 (510) Business Days prior to the Closing Effective Time (the “ESPP Termination Date”), and each participant in the Company ESPP on the ESPP Termination Date shall be deemed to have exercised his or her options under the Company ESPP on the ESPP Termination Date and shall have an opportunity to terminate his or her outstanding purchase rights under acquire from the ESPP, Company (iiii) the Final Offering shall end on the Closing Date, (iv) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase such number of whole shares of Company Common Stock as the accumulated payroll deductions credited to his or her account as of the ESPP Termination Date will purchase at the price specified in the Company ESPP (treating the ESPP Termination Date as the Exercise Date (as defined in the Company ESPP) for all purposes of the ESPP) and (ii) cash in the amount of any remaining balance in such participant’s account; provided, however, that any participant who has given notice to the Company before the tenth (10th) Business Day prior to the ESPP Termination Date in accordance with the Company ESPP as that such participant requests the distribution of the end accumulated payroll deductions credited to his or her account in cash shall receive cash in the amount of the Final Offering, (v) the applicable purchase price for shares balance in such participant’s account in lieu of purchasing Company Common Stock thereunder and provided, further, that the Company shall not take any actions and provide any notices as may be decreased below necessary to effectuate the levels set forth foregoing, including without limitation that the Company shall provide each participant in the ESPP as of the date of this Agreement and (vi) with at least ten days notice prior to the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafterTermination Date.

Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Timehereof, the Company shall take all actions (including obtaining any necessary determinations or resolutions of with respect to the Company Board or a committee thereof and, if appropriate, amending the terms of the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”)) reasonably satisfactory to Parent that may be are necessary or required under the ESPP and applicable Laws to provide that: (i) ensure that, except for the current with respect to any offering period under in effect as of the ESPP that commenced on May 1, 2024 date hereof (the “Final OfferingCurrent ESPP Offering Period”), 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 employee who is not be decreased below the levels set forth a participant in the ESPP as of the date hereof may become a participant in the ESPP and no participant may increase the percentage amount of this Agreement and his or her payroll deduction election from that in effect on the date hereof for the Current ESPP Offering Period; (viii) subject to the consummation of the Transactions, the ESPP shall terminate effective immediately prior to the Effective Time; (iii) the Current ESPP Offering Period shall be the final offering period under the ESPP, and if the Current ESPP Offering Period terminates prior to the Effective Time, then the ESPP shall be suspended and no new offering period shall be commenced under the ESPP prior to the termination of this Agreement; and (iv) if any Current ESPP Offering Period is still in its entirety effect at the Effective Time and no further rights Time, then the last day of such Current ESPP Offering Period shall be granted accelerated to a date before the Merger Closing Date determined by the Company Board (or exercised under relevant committee thereof) in its discretion and the ESPP thereafterfinal settlement or purchase of shares of the Company Common Stock thereunder shall be made on that day.

Employee Stock Purchase Plan. As soon On the date of this Agreement, the Company shall suspend the ESPP as reasonably practicable following of the end of the current purchase period under the ESPP (the “Current Purchase Period”) and shall cause no further purchase periods to commence under the ESPP from and after the date of this Agreement and in any event prior to the Effective Time, the Company shall take all actions (including obtaining by adopting any necessary determinations or resolutions of the Company Board applicable amendment 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 resolution to (i) ensure that, except for provide that the current offering period Current Purchase Period and each participant’s outstanding right to purchase Company Common Stock under the ESPP shall terminate as of the end of the Current Purchase Period, (ii) provide that commenced on May 1, 2024 (the “Final Offering”), no further offering period or purchase periods shall be authorized or commenced on or after the date of this Agreement, (iiiii) terminate the ESPP prior to the Effective Time and (iv) if the Closing shall Effective Time would otherwise occur prior to before the end of the Final OfferingCurrent Purchase Period, each individual participating in shorten the Final Offering shall receive notice Current Purchase Period as of the Transactions no later than five (5) Business Days a specified trading day at least ten days prior to the Closing Date and date on which the Effective Time occurs. The Company shall have an opportunity to terminate his ensure, by amendment or her outstanding purchase rights other action necessary, that participants in the ESPP may not increase their payroll deduction during the Current Purchase Period from those in effect on the date of this Agreement. All amounts accrued in each participant’s account under the ESPP, ESPP as of the purchase date at the end of the Current Purchase Period (iii) the Final Offering shall end on the Closing Date, whether or not it is shortened in accordance with clause (iv) each ESPP participant’s accumulated contributions under the ESPP above) shall thereupon be used to purchase from the Company shares of Company Common Stock in accordance with the ESPP as of the end of the Final Offering, (v) at the applicable price for the Current Purchase Period (it being understood that the purchase price for such shares of Company Common Stock shall not be decreased below the levels set forth exceed $72,000 in the ESPP as of the date of this Agreement aggregate), and (vi) the ESPP shall terminate in its entirety at the Effective Time and no further rights such shares shall be granted or exercised under subject to the ESPP thereafterprovisions of Section 2.5.