Treatment of IPG ESPP Sample Clauses

Treatment of IPG ESPP. Prior to the Effective Time, IPG shall take all actions that may be necessary to cause the Purchase Period (as defined in the IPG ESPP) that is then in effect to be terminated no later than the Business Day immediately prior to the date on which the Effective Time occurs; and to cause the exercise (as of no later than the Business Day immediately prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the IPG ESPP. On such exercise date, IPG shall apply the funds credited as of such date pursuant to the IPG ESPP within each participant’s payroll withholding account to the purchase of whole shares of IPG Common Stock in accordance with the terms of the IPG ESPP, and such shares of IPG Common Stock shall be entitled to the Merger Consideration in accordance with Section 2.1. As promptly as practicable following the purchase of shares of IPG Common Stock in accordance with the preceding sentence, IPG shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), IPG shall terminate the IPG ESPP. To the extent required by the IPG ESPP, IPG shall provide notice to all IPG ESPP participants describing the treatment of the IPG ESPP pursuant to this Section 2.5(e).
Sample 1
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Related to Treatment of IPG ESPP

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Definitions As used in this Agreement:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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