Employee Stock Purchase Plan. The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.
Employee Stock Purchase Plan. As soon as reasonably practicable following the date of this Agreement and in any event prior to the end of the Final Offering (as defined below and as provided in clause (B)), the Company shall take all actions that may be necessary or required under the Company’s 1998 Employee Stock Purchase Plan, as amended on March 25, 2009 (the “ESPP”) and applicable Laws to ensure that (A) except for the six (6) month offering period under the ESPP that commenced on June 1, 2015 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering will end at the earlier to occur of December 1, 2015 and the date that is seven (7) business days prior to the anticipated Effective Time, (C) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase Shares in accordance with the ESPP as of the end of the Final Offering, (D) the applicable purchase price for Shares shall not be decreased below the levels set forth in the ESPP as of the date of this Agreement, (E) no participant in the ESPP may increase his or her rate of payroll deductions used to purchase Shares under the ESPP for the remainder of the Final Offering, (F) only participants in the ESPP as of the date of this Agreement may continue to participate in the ESPP for the remainder of the Final Offering and (G) the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.
Employee Stock Purchase Plan. The administrator of the Parent ESPP shall take all actions necessary and appropriate to provide that all payroll deductions and other contributions of the participants in the Parent ESPP who are SpinCo Group Employees shall cease on or before the Distribution Date.
Employee Stock Purchase Plan. At the Effective Time, the Company Stock Purchase Plan and each outstanding purchase right under the Company Stock Purchase Plan shall be assumed by Parent. Within five business days of the date hereof, Company shall deliver a schedule that sets forth a true and complete list as of the date hereof of all holders of outstanding purchase rights under the Company Stock Purchase Plan, including the payroll deduction amount elected by each holder and the price per share of Company Common Stock at the start of the current purchase periods. On the Closing Date, Company shall deliver to Parent an updated version of such schedule, current as of such date. Each such purchase right so assumed by Parent under this Agreement shall continue to have, and be subject to, the terms and conditions set forth in the Company Stock Purchase Plan and the documents governing the outstanding purchase rights under the Company Stock Purchase Plan immediately prior to the Effective Time, except that the purchase price of shares of Parent Common Stock and the number of shares of Parent Common Stock to be issued upon the exercise of each such purchase right shall be adjusted in accordance with the Exchange Ratio (with the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent). The assumed outstanding purchase rights under the Company Stock Purchase Plan shall be exercised at such times following the Effective Time as set forth in the Company Stock Purchase Plan, and each participant shall, accordingly, be issued shares of Parent Common Stock at such times. The Company Stock Purchase Plan, and all outstanding purchase rights thereunder, shall terminate with the exercise of the last assumed purchase right, and no additional purchase rights shall be granted under the Company Stock Purchase Plan following the Effective Time.
Employee Stock Purchase Plan. Prior to the Offer Closing, the Company shall take all necessary and appropriate action such that (a) no new purchase or offering period under the Company’s 2015 Employee Stock Purchase Plan (the “ESPP”) commences after the date hereof until termination of this Agreement or the Offer Closing such that if the Offer Closing has not occurred prior to the end of the current offering period the Company shall suspend the ESPP until the Offer Closing, (b) each participant in the offering period currently in effect shall not increase his or her payroll deductions or purchase elections from those in effect immediately prior to the date hereof, (c) if, with respect to an offering period in effect on the date hereof, the Offer Closing occurs prior to any Purchase Date (as defined in the ESPP) for such offering period, then on a date to be determined by the Company in accordance with the terms of the ESPP (but no later than the day immediately prior to the Offer Closing) (the “Final Purchase Date”), each purchase right under such offering that is outstanding as of the Final Purchase Date shall be used to purchase from the Company whole shares of Company Common Stock (subject to the terms of the offering and ESPP regarding the maximum number and value of shares purchasable per participant) at the applicable price determined under the terms of the offering and ESPP (subject to the limitations set forth in clause (b) of this Section 3.6) for the then outstanding purchase or offering period using such date as the final Purchase Date for such purchase or offering period, and any remaining accumulated but unused payroll deductions shall be distributed to the relevant participants without interest as promptly as practicable following the Offer Closing, and (d) the ESPP is terminated at or prior to the Offer Closing.
Employee Stock Purchase Plan. Subject to the terms and conditions of the Employee Stock Purchase Plan as now or hereafter in effect as determined by the Board of Directors (or Compensation Committee), Executive will be eligible to participate in the Employee Stock Purchase Plan while he meets the eligibility requirements under the Employee Stock Purchase Plan. Note that any purchase rights or purchased shares under the Employee Stock Purchase Plan will be subject to all applicable state and federal tax and securities laws and the employment policies of ServiceSource.
Employee Stock Purchase Plan. As soon as practicable following the date of this Agreement, the Company Board shall adopt such resolutions or take such actions as are required under applicable Law and the Company’s Employee Stock Purchase Plan (“ESPP”) to: (i) immediately suspend any right to increase contributions into the ESPP and freeze contribution rates currently in effect; (ii) suspend all further contributions to the ESPP as of April 23, 2005 (the “Suspension Date”); (iii) designate and treat the second (2nd) Business Day following the Suspension Date as the last day of the Option Period (as such term is defined in the ESPP) now in progress under the ESPP; (iv) in accordance with the ESPP, provide that the Option Price (as such term is defined in the ESPP) for the current Option Period for employees whose contributions to the ESPP (A) commenced as of January 1, 2005 shall be $11.98 (the “January ESPP Price”)) and (B) commenced as of April 1, 2005 shall be $10.82 (the “April ESPP Price” and, together with the January ESPP Price, the “ESPP Price”) which, in each case, is equal to 85% of the average of the high and low sales prices of the Company Common Stock of the applicable first day of the current Option Period; (v) suspend commencement of any new Option Periods under the ESPP; (vi) assure that all amounts contributed by each participant under the ESPP and not theretofore withdrawn are converted pursuant to the ESPP immediately prior to the Effective Time into the right to receive an amount in cash equal to the product of (A) the per share Merger Consideration, multiplied by (B) such participant’s ESPP Number (as defined below); and (vii) terminate the ESPP at the Effective Time. With respect to each ESPP participant, the “ESPP Number” shall mean the quotient (rounded to the nearest tenth) of (x) the amount of their total contributions to the ESPP as of the Suspension Date less any amount withdrawn therefrom prior to the Effective Time divided by (y) the applicable ESPP Price.
Employee Stock Purchase Plan. As promptly as practicable following the date of this Agreement (but in any event prior to the Effective Time), the Company shall take all actions (including obtaining any necessary determinations and/or resolutions of the Company Board or a committee thereof and, if appropriate, amending the terms of the ESPP) that may be necessary or required under the ESPP and applicable Laws to ensure that, (A) except for the six-month offering period under the ESPP that commenced on July 1, 2022 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of this Agreement, (B) the Final Offering shall end on the Closing Date, (C) each ESPP participant’s accumulated contributions under the ESPP shall, as soon as practicable following the Closing and without interest, be returned to the participant through the payroll system of the Surviving Corporation and (D) the ESPP shall terminate in its entirety at the Effective Time and no further rights shall be granted or exercised under the ESPP thereafter.
Employee Stock Purchase Plan. The Company has taken appropriate action to provide that, (i) the offering period pending on the last business day prior to the date hereof under the Company's Employee Stock Purchase Plan (the "Stock Purchase Plan") shall be terminated as of the date hereof, (ii) each participant in the Stock Purchase Plan on the date hereof shall be deemed to have exercised his or her Option (as defined in the Stock Purchase Plan) on such date and shall acquire from the Company (A) such number of whole Common Shares as his or her accumulated payroll deductions on such date will purchase at the Option Price (as defined in the Stock Purchase Plan) (treating the last business day prior to the date hereof as the "Exercise Date" for all purposes of the Stock Purchase Plan) and (B) cash in the amount of any remaining balance in such participant's account without interest, and (iii) the Stock Purchase Plan shall be terminated effective as of the date hereof.
Employee Stock Purchase Plan. The Company shall take all action that is necessary to (a) suspend all payroll deductions and cause the exercise of each outstanding purchase right under the Company’s 2005 Employee Stock Purchase Plan (the “Company ESPP”) not later than the initial scheduled expiration of the Amended Offer; (b) provide that no further purchase period or offering period shall commence under the Company ESPP following that date; and (c) immediately prior to and effective as of the Effective Time and subject to the consummation of the Merger, terminate the Company ESPP.
