Riverbed Technology (RVBD)

5.5 Employee Benefits.

(a) Parent shall, to the extent permitted under Parent’s employee benefit plans and programs, use commercially reasonable efforts to: (a) credit the employees of the Company who become employees of Parent as of the Closing (“Continuing Employees”) for their past service with the Company for purposes of eligibility and vesting under Parent’s 401(k), medical, vision and dental plans (except to the extent such service credit will result in benefit accruals or the duplication of benefits); and (b) grant the Continuing Employees service credit for purposes of Parent’s vacation leave policy.

(b) Parent shall ensure that any payments required to be made pursuant to the Maple Incentive Bonus Plan are made on a timely basis in accordance with the terms of the plan document.

5.6 Communications with Employees. Prior to the Closing Date, the Company shall not (and the Company shall ensure that none of its Representatives) communicate with Company Employees regarding post-Closing employment matters with Parent or any Subsidiary or affiliate of Parent, including post-Closing employee benefit plans and compensation, without the prior written approval of Parent.

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5.7 Amendment to Certificate of Incorporation. The Company shall: (a) use commercially reasonable efforts to cause to be adopted the Certificate Amendment; and (b) file the Certificate Amendment with the Secretary of State of the State of Delaware promptly after being requested to do so by Parent and cause the Certificate Amendment to take effect upon filing.

The obligations of Parent and Merger Sub to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction (or waiver by Parent), at or prior to the Closing, of each of the following conditions: