Common use of ESPP Clause in Contracts

ESPP. At the Effective Time, in accordance with the terms of the Company ESPP, all rights to purchase shares of Company Common Stock under the Company ESPP shall be converted (in accordance with the Exchange Ratio) into rights to purchase shares of Parent Common Stock (with the number of shares rounded down to the nearest whole share and the purchase price as of the offering date for each offering period in effect as of the Effective Time rounded up to the nearest whole cent) and all such converted rights shall be assumed by Parent and the offering periods in effect under the Company ESPP immediately prior to the Effective Time shall be continued in accordance with the terms of the Company ESPP until the end of the offering periods in effect as of the Effective Time. The Company ESPP shall terminate with the exercise of the last assumed right, and no additional purchase rights shall be granted under the Company ESPP following the Effective Time except that references to the Company in the Company ESPP and related documents shall mean Parent (except that the purchase price as of the offering date for a relevant period shall be determined with respect to the fair market value of the Company's common stock, as adjusted hereby). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for issuance upon exercise of rights to purchase Shares of Parent Common Stock under the Company ESPP assumed in accordance with this Section 5.11. Parent agrees that from and after the Effective Time, the Company employees may participate in the Parent ESPP, subject to the terms and conditions of the Parent ESPP, and service with the Company shall be treated as service with the Parent for determining eligibility of the Company Employees under the Parent ESPP. 5.12 Form S-8. Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options or the terms of the Company ESPP as soon as is reasonably practicable (and in any event within thirty (30) days) after the Effective Time.

ESPP. At the Effective Time, in accordance with Parent shall assume the terms of the Company ESPP, and all outstanding rights to purchase shares of Company Common Stock under the Company ESPP ("Purchase Rights") shall be converted (in accordance with the Exchange Ratio) into rights to purchase shares of Parent Common Stock (with the number of shares rounded down to the nearest whole share and the purchase price as of the offering date for each offering period in effect as of the Effective Time rounded up to the nearest whole cent) and all ). All such converted rights Purchase Rights shall be assumed by Parent Parent, and the each offering periods period in effect under the Company ESPP immediately prior to the Effective Time shall be continued in accordance with the terms of the Company ESPP until the end of the such offering periods in effect as of the Effective Timeperiod. The Company ESPP shall terminate with the exercise of the last assumed rightPurchase Right, and no additional purchase rights Purchase Rights shall be granted under the Company ESPP following the Effective Time except Time, provided that references to the Company in the Company ESPP and related documents shall mean Parent (except that the purchase price as of the offering date for a relevant period shall be determined with respect to the fair market value of the Company's common stockCompany Common Stock on such date, as adjusted hereby). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for issuance upon exercise of rights to purchase Shares of Parent Common Stock Purchase Rights under the Company ESPP assumed in accordance with this Section 5.115.8(b). Parent agrees that that, from and after the Effective Time, the Company Company's employees may participate in the employee stock purchase plan sponsored by Parent (the "Parent ESPP"), subject to the terms and conditions of the Parent ESPP, and that service with the Company shall be treated as service with the Parent for determining eligibility of the Company Employees Company's employees under the Parent ESPP. 5.12 Form S-8. Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options or the terms of the Company ESPP as soon as is reasonably practicable (and in any event within thirty (30) days) after the Effective Time.

ESPP. At the Effective Time, Parent shall assume the ESPP in ---- accordance with the terms of the Company ESPPits terms, and all outstanding rights to purchase shares of Company Common Stock under the Company ESPP ("Purchase Rights"), shall be converted (in accordance with the Exchange Ratio) into rights to purchase shares of Parent Common Stock (with the number of shares rounded down to the nearest whole share and the purchase price as of the offering date for each offering period in effect as of the Effective Time rounded up to the nearest whole cent) and all ). All such converted rights Purchase Rights shall be assumed by Parent Parent, and the each offering periods period in effect under the Company ESPP immediately prior to the Effective Time shall be continued in accordance with the terms of the Company ESPP until the end of the such offering periods in effect as of the Effective Timeperiod. The Company ESPP shall terminate with the exercise of the last assumed rightPurchase Right, and no additional purchase rights Purchase Rights shall be granted under the Company ESPP following the Effective Time except Time, provided that references to the Company in the Company ESPP and related documents shall mean Parent (except that the purchase price as of the offering date for a relevant period shall be determined with respect to the fair market value of the Company's common stockCompany Common Stock on such date, as adjusted hereby). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for issuance upon exercise of rights to purchase Shares of Parent Common Stock Purchase Rights under the Company ESPP assumed in accordance with this Section 5.115.08(b). Parent agrees that that, from and after the Effective Time, the Company Company's employees may participate in the employee stock purchase plan sponsored by Parent ("Parent ESPP"), subject to the terms and conditions of the Parent ESPP, and that service with the Company shall be treated as service with the Parent for determining eligibility of the Company Employees Company's employees under the Parent ESPP. 5.12 Form S-8. Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options or the terms of the Company ESPP as soon as is reasonably practicable (and in any event within thirty (30) days) after the Effective Time.

ESPP. At the Effective Time, Parent shall assume the ESPP in accordance with the terms of the Company ESPPits terms, and all outstanding rights to purchase shares of Company Common Stock under the Company ESPP ("Purchase Rights"), shall be converted (in accordance with the Exchange Ratio) into rights to purchase shares of Parent Common Stock (with the number of shares rounded down to the nearest whole share and the purchase price as of the offering date for each offering period in effect as of the Effective Time rounded up to the nearest whole cent) and all ). All such converted rights Purchase Rights shall be assumed by Parent Parent, and the each offering periods period in effect under the Company ESPP immediately prior to the Effective Time shall be continued in accordance with the terms of the Company ESPP until the end of the such offering periods in effect as of the Effective Timeperiod. The Company ESPP shall terminate with the exercise of the last assumed rightPurchase Right, and no additional purchase rights Purchase Rights shall be granted under the Company ESPP following the Effective Time except Time, provided that references to the Company in the Company ESPP and related documents shall mean Parent (except that the purchase price as of the offering date for a relevant period shall be determined with respect to the fair market value of the Company's common stockCompany Common Stock on such date, as adjusted hereby). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for issuance upon exercise of rights to purchase Shares of Parent Common Stock Purchase Rights under the Company ESPP assumed in accordance with this Section 5.115.08(b). Parent agrees that that, from and after the Effective Time, the Company Company's employees may participate in the employee stock purchase plan sponsored by Parent ("Parent ESPP"), subject to the terms and conditions of the Parent ESPP, and that service with the Company shall be treated as service with the Parent for determining eligibility of the Company Employees Company's employees under the Parent ESPP. 5.12 Form S-8. Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options or the terms of the Company ESPP as soon as is reasonably practicable (and in any event within thirty (30) days) after the Effective Time.