definiens: within the meaning ofSection 423(b ) of the Code and the regulations thereunder, such participants shall not be permitted to increase therate of their payroll deductions or purchase elections from those in effect on the date of this Agreement, ( C ) no shall be commenced after the date of this Agreement, ( D ) each participant ’s outstanding right topurchase shares of Company Common Stock under the Company ESPP shall terminate on the day immediately priorto the day on which the Effective Time occurs ( if not earlier terminated pursuant to the terms of the Company ESPP);provided that all amounts allocated to each participant ’s account under the Company ESPP as of such date shallthereupon be used to purchase from the Company whole shares of Company Common Stock at the applicable pricedetermined under the terms of the Company ESPP for the then outstanding offering periods using such date as thefinal purchase date for each such offering period, and ( E ) the Company ESPP shall terminate immediately followingsuch purchases of shares of Company Common Stock described in clause ( D ) above ; and(iv ) make such other changes to the Company Stock Plans as the Company and Parent may agree areappropriate to give effect to the Merger