Common use of ESPP Clause in Contracts

ESPP. As soon as practicable following the date hereof, the Company Board or a committee thereof shall adopt resolutions to provide that each individual participating in an Offering (as defined in the ESPP) in progress on the date hereof shall not be permitted to (i) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof or (ii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Law. Prior to the Effective Time, the Company shall take all actions that may be necessary to, effective upon the consummation of the Merger, (A) cause any Offering that would otherwise be outstanding at the Effective Time to terminate no later than five days prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the shortened Offering, but otherwise treat any shortened Offering as a fully effective and completed Offering for all purposes pursuant to the ESPP; and (C) 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 ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company shall terminate the ESPP.

ESPP. As soon as practicable following the date hereofOriginal Agreement Date, the Company Board or a committee thereof shall adopt resolutions to provide that each individual participating in an Offering (as defined in the ESPP) in progress on the date hereof Original Agreement Date shall not be permitted to (i) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof Original Agreement Date or (ii) make separate non-payroll contributions to the ESPP on or following the date hereofOriginal Agreement Date, except as may be required by applicable Law. Prior to the Effective Time, the Company shall take all actions that may be necessary to, effective upon the consummation of the Merger, (A) cause any Offering that would otherwise be outstanding at the Effective Time to terminate no later than five days prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the shortened Offering, but otherwise treat any shortened Offering as a fully effective and completed Offering for all purposes pursuant to the ESPP; and (C) 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 ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company shall terminate the ESPP.

ESPP. As soon as reasonably practicable following the date hereofof this Agreement (but 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 shall adopt resolutions to provide that each individual participating in an Offering (as defined in the Company Compensation Committee and, if appropriate, amending the terms of the ESPP) in progress that may be necessary or required under the ESPP and applicable Law to ensure that, (A) except for the Final Offering, no offering period shall be authorized or commenced on or after the date hereof shall not be permitted to of this Agreement; (iB) increase his or her payroll contribution rate pursuant to participants in the ESPP from may not increase deductions under the rate in effect as of the date hereof ESPP or (ii) otherwise make separate non-payroll contributions to the ESPP on or following ESPP, in each case, after the date hereof, except as of this Agreement and (C) no new participants may be required by applicable Lawbegin participation in the ESPP after the date of this Agreement. Prior to the Effective Time, the Company shall take all actions that may be necessary to, effective upon the consummation of the Merger, (Ax) cause any Offering the Final Offering, to the extent that it would otherwise be outstanding at the Effective Time Time, to terminate be terminated no later than five days Business Days prior to the date on which the Effective Time occurs; (By) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering, but otherwise treat any shortened the Final Offering as a fully effective and completed Offering “Offering” for all purposes pursuant to the ESPP; and (Cz) cause the exercise (as of no later than one five Business Day Days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock Shares in accordance with the terms of the ESPP. Immediately prior The Company, the Company Board or the Company Compensation Committee, as appropriate, shall adopt such resolutions as are necessary to and terminate the ESPP effective as of immediately prior to, and conditional upon the occurrence of, the Effective Time (but subject to the consummation of the Merger), the Company shall terminate the ESPPTime.

ESPP. As The provisions of Section 2.8(a) shall not apply to any rights under the Company’s 2014 Employee Stock Purchase Plan (the “ESPP”). With respect to the ESPP, as soon as practicable following the date hereofof this Agreement, the Company Board (or a committee thereof shall thereof) will adopt resolutions or take other actions as may be required to provide that each individual participating in an no further Offering Period (as defined in the ESPP) or Purchase Period (as defined in progress on the date hereof shall not be permitted to (iESPP) increase his or her payroll contribution rate will commence pursuant to the ESPP from the rate in effect as of the date hereof or (ii) make separate non-payroll contributions to the ESPP on or following after the date hereof, except as may be required by applicable Law. Prior to the Effective Time, the Company shall will take all actions action that may be necessary to, effective upon the consummation of the Merger, : (A) cause any Offering Purchase Period that would otherwise be outstanding at the Effective Time Time, if any, to terminate be terminated no later than five days one Business Day prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the shortened OfferingOffering Period, but otherwise treat any such shortened Offering Period as a fully effective and completed Offering Purchase Period for all purposes pursuant to the ESPP; and (C) cause the exercise (as of no later than one (1) Business Day prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the ESPP. On such exercise date, if any, referred to in clause (C) of the preceding sentence, the Company shall will apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPPESPP and will cause the remaining accumulated but unused payroll deductions to be distributed to the relevant participants without interest as promptly as practicable following such exercise date. Immediately prior to and effective as of the Holding Company Merger Effective Time (but subject to the consummation of the Holding Company Merger), the Company shall will terminate the ESPP.

ESPP. As soon as practicable following the date hereof, the Company Board or a committee thereof shall adopt resolutions to provide that each individual participating in an Offering (as defined in the ESPP) in progress on the date hereof shall not be permitted to (i) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof or (ii) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Law. Prior to the Effective Time, the Company shall take all actions that may be necessary to, effective upon the consummation of the First Merger, (A) cause any Offering that would otherwise be outstanding at the Effective Time to terminate no later than five days prior to the date on which the Effective Time occurs; (B) make any pro rata adjustments that may be necessary to reflect the shortened Offering, but otherwise treat any shortened Offering as a fully effective and completed Offering for all purposes pursuant to the ESPP; and (C) 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 ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the First Merger), the Company shall terminate the ESPP.

ESPP. As soon promptly as practicable following the date hereofof this Agreement (but 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 shall adopt resolutions to provide that each individual participating in an Offering (as defined in the Company Compensation Committee and, if appropriate, amending the terms of the ESPP) in progress that may be necessary or required under the ESPP and applicable Law to ensure that, (A) except for the Final Offering, no offering period shall be authorized or commenced on or after the date hereof shall not be permitted to of this Agreement; (iB) increase his or her payroll contribution rate pursuant to participants in the ESPP from may not increase deductions under the rate in effect as of the date hereof ESPP or (ii) otherwise make separate non-payroll contributions to the ESPP on or following ESPP, in each case, after the date hereof, except as of this Agreement and (C) no new participants may be required by applicable Lawbegin participation in the ESPP after the date of this Agreement. Prior to the Effective Time, the Company shall take all actions that may be necessary to, effective upon the consummation of the Merger, (Ax) cause any Offering the Final Offering, to the extent that it would otherwise be outstanding at the Effective Time Time, to terminate be terminated no later than five days Business Days prior to the date on which the Effective Time occurs; (By) make any pro rata adjustments that may be necessary to reflect the shortened Final Offering, but otherwise treat any shortened the Final Offering as a fully effective and completed Offering “Offering” for all purposes pursuant to the ESPP; and (Cz) cause the exercise (as of no later than one five Business Day Days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the ESPP. On such exercise date, the Company shall apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock Shares in accordance with the terms of the ESPP. Immediately prior The Company, the Company Board or the Company Compensation Committee, as appropriate, shall adopt such resolutions as are necessary to and terminate the ESPP effective as of immediately prior to, and conditional upon the occurrence of, the Effective Time (but subject to the consummation of the Merger), the Company shall terminate the ESPPTime.