definiens: ( as such term is defined in the ESPP)under the ESPP as of the date hereof ( the ), ( i ) no participant in the ESPP may increase the percentage amount ofhis or her payroll deduction election from that in effect on the date hereof for such Current Offering Period and no new participants mayparticipate in the ESPP or Current Offering Period ; ( ii ) following the date hereof, no new Offering shall be commenced under the ESPP priorto the Effective Time ; ( iii ) all participation in and purchases under the ESPP shall be suspended effective as of the earlier of ( A ) the payrollperiod ending immediately prior to the Effective Time and ( B ) ten ( 10 ) Business Days prior to the Effective Time ( the ), such that any Offering that does not end prior to the Effective Time shall terminate and an ( as such term is defined inthe ESPP ) shall occur under the ESPP immediately on the ESPP Suspension Date with respect to such Offering ; and ( iv ) immediately priorto, and subject to the occurrence of, the Effective Time, the ESPP shall terminate