Common use of ESPP Clause in Contracts

ESPP. Outstanding rights to purchase shares of Company Common Stock shall be exercised in accordance with Section 13(b) of the ESPP, and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio, without issuance of certificates representing issued and outstanding shares of Company Common Stock to participants under the ESPP. The rights of participants in the ESPP with respect to any offering then underway under the ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the ESPP. As of the Effective Time, the ESPP shall be terminated. Prior to the Effective Time, the Company shall (i) provide Parent with evidence that the ESPP has been terminated pursuant to resolutions of the Board of Directors of the Company (the form and substance of which shall be subject to prior review and approval of Parent), and (ii) take such other actions (including, without limitation, if appropriate, amending the ESPP) that are necessary to give effect to the transaction contemplated by this Section 5.8(b). Employees of the Company who become employees of Parent shall be eligible to participate in the employee stock purchase plan of Parent (the "Parent ESPP") (subject to such plan's terms and conditions) at the next regularly scheduled offering period under the Parent ESPP.

ESPP. The rights of participants in the Company ESPP with respect to any offering then underway under the Company ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. Outstanding rights to purchase shares of Company Common Stock shall be exercised in accordance with Section 13(b) of the procedures set forth in the Company ESPP, and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio, without issuance of certificates representing issued and outstanding shares of Company Common Stock to participants under the ESPP. The rights of participants in the ESPP with respect to any offering then underway under the ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. As of the Effective Time, the Company ESPP shall be terminated. Prior to the Effective Time, the Company shall (i) provide Parent with evidence that the Company ESPP has been terminated pursuant to resolutions of the Company's Board of Directors of the Company (Directors, and the form and substance of which such resolutions shall be subject to prior review and approval of Parent), and (ii) take such other actions (including, without limitationbut not limited to, if appropriate, amending the Company ESPP) that are necessary to give effect to the transaction contemplated by this Section 5.8(b5.9(c). Employees Parent shall use its reasonable efforts to provide to employees of the Company who become employees of Parent continue their employment with Company following the Effective Time the opportunity to enroll in a special offering period under Parent's Employee Stock Purchase Plan, which special offering period shall be eligible to participate commence as soon as is administratively practicable following the Effective Time; provided, however, that such special offering period shall not commence in the employee stock purchase plan of Parent (the "Parent ESPP") (subject to such plan's terms and conditions) at event the next regularly scheduled offering period under Parent's Employee Stock Purchase Plan shall commence within six (6) weeks following the Parent ESPPEffective Time.

ESPP. The rights of participants in the Company ESPP with respect to any offering then underway under the Company ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. Outstanding rights to purchase shares of Company Common Stock shall be exercised in accordance with Section 13(b) of the Company ESPP, and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio, without issuance of certificates representing issued and outstanding shares of Company Common Stock to participants under the ESPP. The rights of participants in the ESPP with respect to any offering then underway under the ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. As of the Effective Time, the Company ESPP shall be terminated. Prior to the Effective Time, the Company shall (i) provide Parent with evidence that the Company ESPP has been terminated pursuant to resolutions of the Company's Board of Directors of the Company (Directors; the form and substance of which such resolutions shall be subject to prior review and approval of Parent), Parent and (ii) take such other actions (including, without limitationbut not limited to, if appropriate, amending the Company ESPP) that are necessary to give effect to the transaction contemplated by this Section 5.8(b5.8(c). Employees of the Company who become employees of Parent shall be eligible to participate in the employee stock purchase plan of Parent (the "Parent PARENT ESPP") (subject to such plan's terms and conditions) at the next regularly scheduled a special offering period under beginning at the Parent ESPPEffective Time.

ESPP. The rights of participants in the Company ESPP with respect to any offering then underway under the Company ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. Outstanding rights to purchase shares of Company Common Stock shall be exercised in accordance with Section 13(b) of the procedures set forth in the Company ESPP, and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio, without issuance of certificates representing issued and outstanding shares of Company Common Stock to participants under the ESPP. The rights of participants in the ESPP with respect to any offering then underway under the ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. As of the Effective Time, the Company ESPP shall be terminated. Prior to the Effective Time, the Company shall (i) provide Parent with evidence that the Company ESPP has been terminated pursuant to resolutions of the Company’s Board of Directors of the Company (Directors, and the form and substance of which such resolutions shall be subject to prior review and approval of Parent), and (ii) take such other actions (including, without limitationbut not limited to, if appropriate, amending the Company ESPP) that are necessary to give effect to the transaction contemplated by this Section 5.8(b5.9(c). Employees Parent shall use its reasonable efforts to provide to employees of the Company who become employees of Parent continue their employment with Company following the Effective Time the opportunity to enroll in a special offering period under Parent’s Employee Stock Purchase Plan, which special offering period shall be eligible to participate commence as soon as is administratively practicable following the Effective Time; provided, however, that such special offering period shall not commence in the employee stock purchase plan of Parent (the "Parent ESPP") (subject to such plan's terms and conditions) at event the next regularly scheduled offering period under Parent’s Employee Stock Purchase Plan shall commence within six (6) weeks following the Parent ESPPEffective Time.

ESPP. The rights of participants in the Company ESPP with respect to any offering then underway under the Company ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. Outstanding rights to purchase shares of Company Common Stock shall be exercised in accordance with Section 13(b) of the Company ESPP, and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio, without issuance of certificates representing issued and outstanding shares of Company Common Stock to participants under the ESPP. The rights of participants in the ESPP with respect to any offering then underway under the ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. As of the Effective Time, the Company ESPP shall be terminated. Prior to the Effective Time, the Company shall (i) provide Parent with evidence that the Company ESPP has been terminated pursuant to resolutions of the Company's Board of Directors of the Company (Directors; the form and substance of which such resolutions shall be subject to prior review and approval of Parent), Parent and (ii) take such other actions (including, without limitationbut not limited to, if appropriate, amending the Company ESPP) that are necessary to give effect to the transaction contemplated by this Section 5.8(b5.8(c). Employees of the Company who become employees of Parent shall be eligible to participate in the employee stock purchase plan of Parent (the "Parent ESPP") (subject to such plan's terms and conditions) at the next regularly scheduled a special offering period under beginning at the Parent ESPPEffective Time.

ESPP. Outstanding rights to purchase shares of Company Common Stock shall be exercised in accordance with Section 13(b) of the ESPP, and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio, without issuance of certificates representing issued and outstanding shares of Company Common Stock to participants under the ESPP. The rights of participants in the ESPP with respect to any offering then underway under the ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the ESPP. As of the Effective Time, the ESPP shall be terminated. Prior to the Effective Time, the Company shall (i) provide Parent with evidence that the ESPP has been terminated pursuant to resolutions of the Board of Directors of the Company (the form and substance of which shall be subject to prior review and approval of Parent), and (ii) take such other actions (including, without limitation, if appropriate, amending the ESPP) that are necessary to give effect to the transaction contemplated by this Section 5.8(b). Employees of the Company who become employees of Parent shall be eligible to participate in the employee stock purchase plan of Parent (the "Parent PARENT ESPP") (subject to such plan's terms and conditions) at the next regularly scheduled offering period under the Parent ESPP.

ESPP. The rights of participants in the Company ESPP with respect ---- to any offering then underway under the Company ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. Outstanding rights to purchase shares of Company Common Stock shall be exercised in accordance with Section 13(b) of the Company ESPP, and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio, without issuance of certificates representing issued and outstanding shares of Company Common Stock to participants under the ESPP. The rights of participants in the ESPP with respect to any offering then underway under the ESPP shall be determined by treating the last business day prior to the Effective Time as the last day of such offering and by making such other pro rata adjustments as may be necessary to reflect the shortened offering but otherwise treating such shortened offering as a fully effective and completed offering for all purposes under the Company ESPP. As of the Effective Time, the Company ESPP shall be terminated. Prior to the Effective Time, the Company shall (i) provide Parent with evidence that the Company ESPP has been terminated pursuant to resolutions of the Company's Board of Directors of the Company (Directors; the form and substance of which such resolutions shall be subject to prior review and approval of Parent), Parent and (ii) take such other actions (including, without limitationbut not limited to, if appropriate, amending the Company ESPP) that are necessary to give effect to the transaction contemplated by this Section 5.8(b5.8(c). Employees of the Company who become employees of Parent shall be eligible to participate in the employee stock purchase plan of Parent (the "Parent ESPP") (subject to such plan's terms and conditions) at the next regularly scheduled a special offering period under beginning at the Parent ESPPEffective Time.