Common use of Treatment of Company ESPP Clause in Contracts

Treatment of Company ESPP. The Company shall take such action as may be necessary to (i) operate the Company ESPP in accordance with its terms as in effect on the date of this Agreement from the period of time commencing on the date of this Agreement and ending on the Effective Time, (ii) cause any offering period (or similar period during which shares may be purchased) that would otherwise be underway as of the Effective Time under the Company ESPP in accordance with its terms on the date of this Agreement to be the final offering period under the Company ESPP and such offering period shall be terminated no later than the last payroll period that ends at least three (3) Business Days prior to the Effective Time (the “Final Exercise Date”); (iii) make any pro-rata adjustments that may be necessary to reflect the shortened offering period (or similar period), but otherwise treat such shortened offering period (or similar period) as a fully effective and completed offering period for all purposes under the Company ESPP; (iv) cause each participant’s share purchase rights under the Company ESPP (the “Company ESPP Rights”) to be exercised as of the Final Exercise Date; and (v) terminate the Company ESPP as of the Effective Time. On the Final Exercise Date, the funds credited as of such date under the Company ESPP within the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to purchase Company Shares in accordance with the terms of the Company ESPP, and each share purchased thereunder immediately prior to the Effective Time shall be canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 2.7(a). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to the ESPP participants of the setting of the Final Exercise Date and termination of the Company ESPP in accordance with the Company ESPP in a form reasonably acceptable to Parent.

Treatment of Company ESPP. The As soon as practicable following the date hereof, the Company shall take such action as may be all actions necessary to (i) operate the Company ESPP in accordance with its terms as in effect on the date of this Agreement from the period of time commencing on the date of this Agreement and ending on the Effective Time, (ii) cause any offering period (or similar period during which shares may be purchased) that would otherwise be underway as of the Effective Time required under the Company ESPP in accordance with its terms on or applicable Law to ensure that (i) except for the date of this Agreement to be the final offering period under the Company ESPP and such in effect as of the date hereof, no offering period under the Company ESPP will be authorized or commenced after the date hereof; (ii) no new participants will commence participation in the Company ESPP after the date hereof; (iii) no Company ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of the date hereof or to make separate non-payroll contributions on or following the date hereof, except as may be required by applicable Law; (iv) each purchase right under the Company ESPP outstanding as of the date hereof shall be terminated exercised as of no later than the last payroll period that ends at least three (3) Business Days prior to the date on which the Effective Time occurs (the “Final Exercise Date”); (iiiv) make any pro-rata adjustments that may be necessary to reflect the shortened offering period (or similar period), but otherwise treat such shortened offering period (or similar period) as a fully effective and completed offering period for all purposes under the each Company ESPP; (iv) cause each ESPP participant’s share purchase rights accumulated contributions under the Company ESPP (shall be used to purchase shares of Company Common Stock in accordance with the “Company terms of the ESPP Rights”) to be exercised as of the Final Exercise Date; and (vvi) terminate the Company ESPP will terminate effective as of (and subject to the occurrence of) immediately prior to the Effective Time. On , but subsequent to the exercise of purchase rights on the Final Exercise DateDate (in accordance with the terms of the Company ESPP). All shares of Company Common Stock purchased on the Final Exercise Date shall be cancelled at the Effective Time and converted into the right to receive the Per Share Price in accordance with the terms and conditions of this Agreement. At the Effective Time, the any funds credited as of such date under the Company ESPP that are not used to purchase shares on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used refunded to purchase Company Shares the applicable participant in accordance with the terms of the Company ESPP, and each share purchased thereunder immediately prior to the Effective Time shall be canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 2.7(a). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to the ESPP participants of the setting of the Final Exercise Date and termination of the Company ESPP in accordance with the Company ESPP in a form reasonably acceptable to Parent.

Treatment of Company ESPP. The As soon as practicable following the date hereof, the Company shall take such action as may be all actions necessary to (i) operate the Company ESPP in accordance with its terms as in effect on the date of this Agreement from the period of time commencing on the date of this Agreement and ending on the Effective Time, (ii) cause any offering period (or similar period during which shares may be purchased) that would otherwise be underway as of the Effective Time required under the Company ESPP in accordance with its terms on or applicable Law to ensure that (i) except for the date of this Agreement to be the final offering period under the Company ESPP and such in effect as of the date hereof, no offering period under the Company ESPP will be authorized or commenced after the date hereof; (ii) no new participants will commence participation in the Company ESPP after the date hereof; (iii) no Company ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of the date hereof or to make separate non-payroll contributions on or following the date hereof, except as may be required by applicable Law; (iv) each purchase right under the Company ESPP outstanding as of the date hereof shall be terminated exercised as of no later than the last payroll period that ends at least three (3) Business Days prior to the date on which the Effective Time occurs (the “Final Exercise Date”); (iiiv) make any pro-rata adjustments that may be necessary to reflect the shortened offering period (or similar period), but otherwise treat such shortened offering period (or similar period) as a fully effective and completed offering period for all purposes under the each Company ESPP; (iv) cause each ESPP participant’s share purchase rights accumulated contributions under the Company ESPP (shall be used to purchase shares of Company Common Stock in accordance with the “Company terms of the ESPP Rights”) to be exercised as of the Final Exercise Date; and (vvi) terminate the Company ESPP will terminate effective as of (and subject to the occurrence of) immediately prior to the Effective Time. On , but subsequent to the exercise of purchase rights on the Final Exercise DateDate (in accordance with the terms of the Company ESPP). All shares of Company Common Stock purchased on the Final Exercise Date shall be cancelled at the Effective Time and converted into the right to receive the Per Share Price in accordance with the terms and conditions of this Agreement. At the Effective Time, the any funds credited as of such date under the Company ESPP that are not used to purchase shares on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used refunded to purchase Company Shares the applicable participant in accordance with the terms of the Company ESPP, and each share purchased thereunder immediately prior to the Effective Time shall be canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with Section 2.7(a). No further Company ESPP Rights shall be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to the ESPP participants of the setting of the Final Exercise Date and termination of the Company ESPP in accordance with the Company ESPP in a form reasonably acceptable to Parent.