Common use of Treatment of Employee Stock Purchase Plan Clause in Contracts

Treatment of Employee Stock Purchase Plan. As soon as practicable following the date of this Agreement, the Company will take all action that the Company determines to be reasonably necessary to (i) provide that no new participants will commence participation in the ESPP after the date of this Agreement; (ii) provide that no payroll contributions or separate non-payroll contributions may be made on or following the date of this Agreement; (iii) provide that no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after the date of this Agreement; (iv) cause any offering period or purchase period under the ESPP that otherwise would be outstanding at the Effective Time to be terminated no later than the Closing Date, but prior to the Effective Time; (v) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; and (vi) cause the exercise (as of no later than the Closing Date, but prior to the Effective Time) of each outstanding purchase right pursuant to the ESPP. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s account to the purchase of whole shares of Company Class A 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 will terminate the ESPP.

Treatment of Employee Stock Purchase Plan. As soon as practicable following Prior to the date of this AgreementEffective Time, the Company will take all action that the Company determines to be reasonably actions necessary to to, (iA) provide that no new participants individuals will commence participation be permitted to enroll in the ESPP after the date of this Agreement; (ii) provide that no payroll contributions or separate non-payroll contributions may be made on or following the date of this Agreement; (iii) provide that no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after the date of this Agreement; (iv) cause any offering period or purchase period under the ESPP that otherwise would be outstanding at the Effective Time to be terminated no later than the Closing Date, but prior to the Effective Time; (vB) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; and (viC) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect on the date of this Agreement from those in effect on the date of this Agreement; (D) cause the exercise (as of no later than the Closing Date, but one Business Day prior to the date on which the Effective TimeTime occurs) of each outstanding purchase right pursuant to the ESPP, but otherwise not issue any Company Common Stock under the ESPP; (E) provide that no further offering period or purchase period will commence pursuant to the ESPP upon or after the date of this Agreement, and if the Effective Time would otherwise occur before the end of the current purchase period under the ESPP (the “Current Purchase Period”), the Company will shorten the Current Purchase Period as of a specified trading day at least ten (10) days prior to the date on which the Effective Time occurs and (F) not extend the Current Purchase Period. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s account to the purchase of whole shares of Company Class A 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 will terminate the ESPPESPP and no further rights shall be granted or exercised under the ESPP thereafter.

Treatment of Employee Stock Purchase Plan. As soon as practicable following Prior to the date of this AgreementEffective Time, the Company will take all action that the Company determines to be reasonably actions necessary to to, (iA) provide that no new participants individuals will commence participation be permitted to enroll in the ESPP after the date of this Agreement; (ii) provide that no payroll contributions or separate non-payroll contributions may be made on or following the date of this Agreement; (iii) provide that no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after the date of this Agreement; (iv) cause any offering period or purchase period under the ESPP that otherwise would be outstanding at the Effective Time to be terminated no later than the Closing Date, but prior to the Effective Time; (vB) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; and (viC) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect on the date of this Agreement from those in effect on the date of this Agreement; (D) cause the exercise (as of no later than the Closing Date, but one Business Day prior to the date on which the Effective TimeTime occurs) of each outstanding purchase right pursuant to the ESPP, but otherwise not issue any Company Class A Common Stock under the ESPP; (E) provide that no further offering period or purchase period will commence pursuant to the ESPP upon or after the date of this Agreement, and if the Effective Time would otherwise occur before the end of the current purchase period under the ESPP (the “Current Purchase Period”), the Company will shorten the Current Purchase Period as of a specified trading day at least ten (10) days prior to the date on which the Effective Time occurs and (F) not extend the Current Purchase Period. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s account to the purchase of whole shares of Company Class A 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 will terminate the ESPPESPP and no further rights shall be granted or exercised under the ESPP thereafter.

Treatment of Employee Stock Purchase Plan. As soon as practicable following Prior to the date of this AgreementEffective Time, the Company will take all action that the Company determines to be reasonably actions necessary to to, (iA) provide that no new participants individuals have been or will commence participation be permitted to enroll in the ESPP after the date of this Agreementfollowing February 4, 2024; (ii) provide that no payroll contributions or separate non-payroll contributions may be made on or following the date of this Agreement; (iii) provide that no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after the date of this Agreement; (iv) cause any offering period or purchase period under the ESPP that otherwise would be outstanding at the Effective Time to be terminated no later than the Closing Date, but prior to the Effective Time; (vB) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; and (viC) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect on February 4, 2024 from those in effect on February 4, 2024; (D) cause the exercise (as of no later than the Closing Date, but one Business Day prior to the date on which the Effective TimeTime occurs) of each outstanding purchase right pursuant to the ESPP, but otherwise not issue any Company Common Stock under the ESPP; (E) provide that no further offering period or purchase period will commence pursuant to the ESPP upon or after February 4, 2024, and if the Effective Time would otherwise occur before the end of the current purchase period under the ESPP (the “Current Purchase Period”), the Company will shorten the Current Purchase Period as of a specified trading day at least ten (10) days prior to the date on which the Effective Time occurs and (F) not extend the Current Purchase Period. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s account to the purchase of whole shares of Company Class A 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 will terminate the ESPPESPP and no further rights shall be granted or exercised under the ESPP thereafter.

Treatment of Employee Stock Purchase Plan. As soon as practicable following Prior to the date of this AgreementEffective Time, the Company will take all action that the Company determines to be reasonably actions necessary to to, (iA) provide that no new participants individuals will commence participation be permitted to enroll in the ESPP after the date of this Agreement; (ii) provide that no payroll contributions or separate non-payroll contributions may be made on or following the date of this Agreement; (iii) provide that no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after the date of this Agreement; (iv) cause any offering period or purchase period under the ESPP that otherwise would be outstanding at the Effective Time to be terminated no later than the Closing Date, but prior to the Effective Time; (vB) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; and (viC) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect on the date of this Agreement (the “Current Purchase Period”) from those in effect on the date of this Agreement; (D) cause the exercise (as of no later than the Closing Date, but one Business Day prior to the date on which the Effective TimeTime occurs) of each outstanding purchase right pursuant to the ESPP, but otherwise not issue any Company Common Stock under the ESPP; (E) provide that no further offering period or purchase period will commence pursuant to the ESPP on or after the date of this Agreement; and (F) not extend the Current Purchase Period. On If purchase rights are exercised under the ESPP pursuant to the foregoing prior to the Closing Date, on such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s account to the purchase of whole shares of Company Class A 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 will terminate the ESPPESPP and no further rights shall be granted or exercised under the ESPP thereafter.

Treatment of Employee Stock Purchase Plan. As soon as practicable following Prior to the date of this AgreementEffective Time, the Company or the Company Board (or the appropriate committee thereof), as applicable, will take all action that the Company determines to be reasonably necessary to (i) provide that no new participants will commence participation in the ESPP after the date of this Agreement; (ii) provide that no payroll contributions or separate non-payroll contributions may be made on or following the date of this Agreement; (iii) provide that no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after the date of this Agreement; (iv) cause any offering period or purchase period under the ESPP that is outstanding on the date of this Agreement and otherwise would be outstanding at the Effective Time to be terminated no later than ten (10) Business Days prior to the Closing Date, but prior to the Effective Time; (vii) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; and (viiii) cause the exercise (as of no later than ten (10) Business Days prior to the Closing Date, but prior to the Effective Time) of each outstanding purchase right pursuant to the ESPP; (iv) provide that no further offering period or purchase period will commence pursuant to the ESPP on or after the Closing Date; and (v) provide that the amount of the accumulated contributions of each participant under the ESPP as of immediately prior to the Effective Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the ESPP (as amended pursuant to this Section 2.8(e)), be refunded in cash to such participant as promptly as practicable following the Effective Time (without interest). On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s account to the purchase of whole shares of Company Class A 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 will terminate the ESPP.

Treatment of Employee Stock Purchase Plan. As soon as practicable following Prior to the date of this AgreementEffective Time, the Company will take all action that actions necessary to, effective upon the Company determines to be reasonably necessary to consummation of the Merger, (i) provide that no new participants will commence participation in the ESPP after the date of this Agreement; (ii) provide that no payroll contributions or separate non-payroll contributions may be made on or following the date of this Agreement; (iii) provide that no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after the date of this Agreement; (ivA) cause any the offering period or purchase period under the ESPP that otherwise would is in effect on the date of the Agreement to be outstanding at the Effective Time final offering period or purchase period under the ESPP and to be terminated no later than the Closing Date, but one Business Day prior to the date on which the Effective TimeTime occurs; (vB) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; and (viC) cause the exercise (as of no later than the Closing Date, but one Business Day prior to the date on which the Effective TimeTime occurs) of each outstanding purchase right pursuant to the ESPP; and (D) provide that no further offering period or purchase period will commence pursuant to the ESPP upon or after the date of this Agreement. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s account to the purchase of whole shares of Company Class A 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 will terminate the ESPPESPP and no further rights shall be granted or exercised under the ESPP thereafter.

Treatment of Employee Stock Purchase Plan. As soon as reasonably practicable following the date hereof, the Company will adopt resolutions and take other actions as may be required to provide that (i) each individual participating in an Offering Period (as defined in the ESPP) in progress on the date hereof will not be permitted to (x) increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect as of the date hereof or (y) make separate non-payroll contributions to the ESPP on or following the date hereof, except as may be required by applicable Law, (ii) no individual who is not participating in the ESPP with respect to the current Offering Period as of the date of this AgreementAgreement will be allowed to commence participation in the ESPP following the date hereof, (iii) no new Offering Period or purchase period will commence pursuant to the ESPP after the date hereof, and (iv) the ESPP will terminate immediately after the purchases contemplated in the following sentence. Prior to the Effective Time, the Company will take all action that the Company determines to may be reasonably necessary to to, effective upon the consummation of the Merger, (i) provide that no new participants will commence participation in the ESPP after the date of this Agreement; (ii) provide that no payroll contributions or separate non-payroll contributions may be made on or following the date of this Agreement; (iii) provide that no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after the date of this Agreement; (ivA) cause any offering period Offering Period or purchase period under the ESPP that otherwise would be outstanding at the Effective Time to be terminated no later than two Business Days prior to the Closing Date, but prior to the Effective Time; (vB) make any pro-rata adjustments that may be necessary or advisable to reflect the shortened offering period Offering Period or purchase period, but otherwise treat such shortened offering period Offering Period or purchase period as a fully effective and completed offering period Offering Period or purchase period for all purposes pursuant to the ESPP; and (viC) cause the exercise (as of no later than one Business Day prior to the Closing Date, but prior to the Effective Time) of each outstanding purchase right pursuant to the ESPP. On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s account to the purchase of whole shares of Company Class A 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 will terminate the ESPP.