Common use of Equity Matters Clause in Contracts

Equity Matters. As soon as practicable following the Original Agreement Date, the Company shall take all actions (to the extent not taken prior to the Agreement Date) with respect to the Company ESPP that are necessary to provide that: (i) with respect to any offering period in effect as of the Original Agreement Date (the “Current ESPP Offering Period”), no employee who is not a participant in the Company ESPP as of the Original Agreement Date may become a participant in the Company ESPP and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the Original Agreement Date such for Current ESPP Offering Period, (ii) subject to the consummation of the Merger, the Company ESPP shall terminate effective immediately prior to the Effective Time, (iii) if the Current ESPP Offering Period terminates prior to the Effective Time, then the Company ESPP shall be suspended and no new offering period shall be commenced under the Company ESPP prior to the termination of this Agreement and (iv) if any Current ESPP Offering Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period shall be accelerated to the Business Day prior to the Closing Date and the final settlement or purchase of shares of Company Common Stock thereunder shall be made on that day by applying the formula set forth in Section 15(b)(2)(iv) of the Company ESPP in effect on the Original Agreement Date. The Company shall provide all required notices of the foregoing to the participants in accordance with the Company ESPP.

Equity Matters. As soon as practicable following the Original Agreement Date, the Company shall take all actions (to the extent not taken prior to the Agreement Date) with respect to the Company ESPP that are necessary to provide that: (i) with respect to any offering period “Offering Period” (as defined in the Company ESPP) in effect as of the Original Agreement Date (the “Current ESPP Offering Period”), no employee who is not a participant in the Company ESPP as of the Original Agreement Date may become a participant in the Company ESPP and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the Original Agreement Date for such for Current ESPP Offering Period, (ii) subject to the consummation of the Merger, the Company ESPP shall terminate effective immediately prior to the Effective Time, (iii) if the all such Current ESPP Offering Period terminates Periods terminate prior to the Effective Time, then the Company ESPP shall be suspended and suspended, (iv) no new offering period Offering Period shall be commenced under the Company ESPP prior to the termination of this Agreement and (ivv) if any Current ESPP Offering Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period shall be accelerated to the Business Day prior to the Closing Date and the final settlement or purchase of shares of Company Common Stock thereunder shall be made on that day by applying the formula set forth in Section 15(b)(2)(iv) of the Company ESPP in effect on the Original Agreement Dateday. The Company shall provide all required notices of the foregoing to the participants in accordance with the Company ESPP.

Equity Matters. As soon as practicable following the Original Agreement Date, the Company shall take all actions (to the extent not taken prior to the Agreement Date) with respect to the Company ESPP that are necessary to provide that: (i) with respect to any offering period in effect as of the Original Agreement Date (the “Current ESPP Offering Period”), no employee who is not a participant in the Company ESPP as of the Original Agreement Date may become a participant in the Company ESPP and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the Original Agreement Date such for Current ESPP Offering Period, (ii) subject to the consummation of the Merger, the Company ESPP shall terminate effective immediately prior to the Effective Time, (iii) if the Current ESPP Offering Period terminates prior to the Effective Time, then the Company ESPP shall be suspended and no new offering period shall be commenced under the Company ESPP prior to the termination of this Agreement and (iv) if any Current ESPP Offering Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period shall be accelerated to the Business Day prior to the Closing Date and the final settlement or purchase of shares of Company Common Stock thereunder shall be made on that day by applying the formula set forth in Section 15(b)(2)(iv) of the Company ESPP in effect on the Original Agreement Date. The Company shall provide all required notices of the foregoing to the participants in accordance with the Company ESPP.