Common use of Company Repurchase Right Clause in Contracts

Company Repurchase Right. From and after a Repurchase Event with respect to any Management Stockholder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase right.

Company Repurchase Right. From and after a At any time during the ninety (90) day period commencing on the date Executive's employment with the Company terminates (the "Repurchase Event with respect to any Management StockholderPeriod"), the Company and its subsidiaries shall have the right, right (but not the obligation, ) to repurchase from Executive all or any portion of the Company vested Restricted Shares held by such Management Stockholder in accordance with pursuant to the terms of this Section 5 for 8(d). Except as provided in the Purchase Pricefollowing sentence, within thirty (30) days of the date on which the Company notifies the Executive that it is exercising its repurchase right hereunder, the Company shall pay to Executive the Fair Market Value (as defined in the Plan) of such Restricted Shares as of the first day of the Repurchase Period (the "Repurchase Amount"). Notwithstanding the preceding sentence, (i) in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined by the Board in its sole discretion (which may take into account, without limitation, other repurchase right exercises under other restricted stock agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Repurchase Amount in a single payment, the Company may elect to pay 40% of the Repurchase Amount (the "Initial Payment") at the time it exercises its repurchase right hereunder, and the remaining 60% of the Repurchase Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than the first anniversary of the Initial Payment; provided, however, that on or before the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) consummation of any Change in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete PeriodControl, the Company shall have until ninety (90) days following pay Executive the expiration full, unpaid balance of the applicable Non-Compete Period) Repurchase Amount. In the event that the Company elects to exercise its repurchase rightpay 60% of the Repurchase Amount in installments, interest on the unpaid balance shall be calculated using the prime rate, as published in the Wall Street Journal or a similar publication on the date prior to each payment date.

Company Repurchase Right. From and after (a) In the event of a Repurchase Event with respect Good Leaver Termination at any time prior to any Management Stockholder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if Fourth Anniversary: (i) the Management Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing nonAny then-compete provisions) with unvested Restricted Stock Units can be cancelled and cashed out by the Company or its Affiliates, at a per-share price equal to the Management Stockholder violates closing price of the non-competition provisions Stock on the Date of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date Grant (the “Repurchase DateOriginal Issuance Price”) ); provided that is (i) with respect to if the Company Shares held by does not exercise such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), right within ninety (90) days after of the Grantee’s Employment termination of employmentdate, such unvested Restricted Stock Units shall vest in full on the 90th day following such termination date, and the Grantee may sell the Delivered Shares. (ii) with respect Any then-vested Restricted Stock Units and any Delivered Shares can be retained and/or sold by the Grantee, and the Company will have the right at any time to Company repurchase the Delivered Shares acquired upon at a per-share price equal to the exercise closing price of Options that were unexercised Options the Stock on such Repurchase Eventthe repurchase date (the “Market Price”). (b) In the event the Grantee resigns his Employment other than for Good Reason prior to the Fourth Anniversary, the later Grantee’s Employment is terminated by the Company for Cause, or the Grantee breaches any Restrictive Covenant covering non-competition, non-solicitation, or non-hire or breaches in any material respect any other Restrictive Covenant to which the Grantee is bound: (i) Any then-unvested Restricted Stock Units will be forfeited; and (ii) Any then-vested Restricted Stock Units and any Delivered Shares can be retained and/or sold by the Grantee, subject to the minimum required holding periods set forth in Section 6 above; provided, that the Company will have the right at any time to repurchase any Delivered Shares that cannot be sold by reason of such minimum holding periods at a per-share price equal to the lesser of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives Original Issuance Price and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase rightMarket Price.

Company Repurchase Right. From and after a Repurchase Event with respect to (a) Upon Participant’s Termination of Service for any Management Stockholderreason, the Company and its subsidiaries shall have the right, but not the obligation, right and option to repurchase all or any portion of the Company Restricted Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; providedfrom Participant, howeveror Participant’s transferee or legal representative, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in as the case of may be, for a Management Stockholder with an effective employment agreement (containing non-compete provisions) with purchase price equal to the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of price per Share paid for such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Restricted Shares until the date (the “Company Repurchase DateRight”). (b) that is The Company may exercise the Company Repurchase Right by delivering, personally or by registered mail, to Participant (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (includingor his or her transferee or legal representative, only with respect to a for Cause termination, as the Rollover Sharescase may be), within ninety (90) days after of the termination date of employmentParticipant’s Termination of Service, a notice in writing indicating the Company’s intention to exercise the Company Repurchase Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of any certificates for the Restricted Shares shall deliver the stock certificate or certificates evidencing the Restricted Shares, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or shall deliver the purchase price therefore. At its Affiliates during the applicable Non-Compete Periodoption, the Company may elect to make payment for the Restricted Shares to a bank selected by the Company. The Company shall have until avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (c) If the Company does not elect to exercise the Company Repurchase Right by giving the requisite notice within ninety (90) days following the expiration date of Participant’s Termination of Service, the Company Repurchase Right shall terminate. (d) The Restricted Shares shall be released from the Company Repurchase Right upon vesting of the applicable Non-Compete Period) Option with respect to exercise its repurchase rightsuch Shares in accordance with the terms of this Agreement. For the avoidance of doubt, all Restricted Shares shall at all times be assumed to be unvested Shares to the fullest extent possible under the terms of this Agreement, unless otherwise provided by the Administrator. Fractional Shares shall be rounded down to the nearest whole share.

Company Repurchase Right. From and after (a) In the event that one or more Stockholders provides notice of a Repurchase Event with respect to any Management Demand Registration under Section 2.1(a)(i) (each a “Notifying Stockholder”), the Company and its subsidiaries shall have the rightright to purchase all, but not the obligation, to repurchase less than all or any portion of the Company Shares held by each such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Notifying Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date Common Stock (the “Repurchase DateRight”). The purchase price for the Repurchase Right per share of Common Stock shall be an amount equal to the Repurchase Price divided by the number of shares of Fully Diluted Common Stock outstanding on the date of the Repurchase Right Notice. (b) The Company may exercise the Repurchase Right by delivering to Notifying Stockholder(s) a written notice that is the Company wishes to exercise such right (i) with respect to Company Shares held by such Management Stockholder on such the “Repurchase Event (including, only with respect to a for Cause termination, the Rollover SharesRight Notice”), which notice shall set forth a date for closing not later than ninety (90) days after from the termination date of employmentmailing of such notice. The closing of any Repurchase Right transaction shall take place at the Company’s principal executive office. (c) In connection with any Repurchase Right transaction, each Notifying Stockholder shall deliver to the Company at closing (against payment of the Repurchase Price on a per share basis as calculated pursuant to Section 4.5(a)) the Common Stock held by such Notifying Stockholder, free and clear of all Liens (other than those contained in the Stockholders’ Agreement and this Agreement), together with duly executed assignment and transfer documents in favor of the Company and such other documents as the Company may reasonably request in connection with the purchase of such Notifying Stockholder’s Common Stock. (d) A Notifying Stockholder shall not be required to make any representations or warranties to the Company in connection with the exercise and closing of the Repurchase Right, except as to (i) good and valid title to the Common Stock; (ii) the absence of Liens (other than those pursuant to the Stockholders’ Agreement and this Agreement) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase EventCommon Stock; (iii) its valid existence and good standing (if applicable), (iv) the later legal capacity and authority for, and validity, binding effect and enforceability of (xas against such Notifying Stockholder), any agreement entered into hereunder by such Notifying Stockholder in connection with the transfer of such Common Stock (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity); (v) all required consents and approvals to such Notifying Stockholder’s transfer of such Common Stock; and (vi) the one-hundred and eighty-first (181st) day after the date such Options have been exercised fact that no broker’s or commission or finder’s fee is payable by the applicable Management Stockholder or Company as a result of such Management Notifying Stockholder’s successorsconduct in connection with the transfer of the Common Stock to the Company pursuant to the Repurchase Right. In addition, assigns or representatives a Notifying Stockholder shall only be obligated to provide an indemnity to the Company for breach of the representations and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of warranties described in this Section 5(a4.5(d), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase right.

Company Repurchase Right. From and after a Repurchase Event with respect to any Management Stockholder, (a) Termination without Cause or Voluntary Termination by the Restricted Member. In the event that the Company and its subsidiaries shall have the right, but not the obligation, terminates a Restricted Member’s services to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that without Cause or a Restricted Member voluntarily terminates his services to the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety the right to repurchase such Restricted Member’s Restricted Units that are not subject to the automatic redemption set forth above in Section 3.9 for a period of 270 days following such termination upon at least ten (9010) days following prior written notice to such Restricted Member (the expiration “Repurchase Notice”). Subject to Article 3.10(b), the repurchase price for such Restricted Units shall be a cash amount equal to the fair market value (as determined by the Company’s Management Board) of such Restricted Units, taking into account discounts for lack of marketability and lack of control, to the extent applicable (the “Repurchase Price”). The Repurchase Notice shall include the proposed Repurchase Price. If the Restricted Member 19 disputes the proposed Repurchase Price, such Restricted Member shall deliver written notice of such dispute to the Company within twenty (20) days of receipt of the applicable NonRepurchase Notice (the “Dispute Notice”). If such Restricted Member fails to deliver a Dispute Notice to the Company within such 20-Compete Periodday period, such Restricted Member shall be deemed to have agreed with and shall be bound by the Repurchase Price proposed in the Repurchase Notice. If such Restricted Member delivers a Dispute Notice to the Company within such 20-day period, the Company and such Restricted Member shall select a reputable valuation firm to determine the fair market value of such Restricted Units. In the event that the Company and such Restricted Member do not agree upon a valuation firm within sixty (60) days of the date the Company delivered the Repurchase Notice to exercise its repurchase rightsuch Restricted Member, the Company and such Restricted Member shall each select a reputable valuation firm and instruct the valuation firms to select a third reputable valuation firm. The fair market value of such Restricted Units shall then be determined by such third valuation firm. The fees and costs of the valuation firms engaged pursuant to this Article 3.9 shall be borne equally between the Company and such Restricted Member.

Company Repurchase Right. From The Company (or a designee of the Company) shall have the right to repurchase shares of Common Stock (including, for the avoidance of doubt, any Common Stock issued upon exercise of any Options) and Preferred Stock held by any Management Holder after a Repurchase Event the termination of employment of such Management Holder. (i) This Section 5(a)(i) applies with respect to Common Stock or Preferred Stock acquired by a Management Holder through the execution of a subscription agreement (which, for the avoidance of doubt, excludes any Common Stock issued upon exercise of any Options). Upon the termination of employment of a Management StockholderHolder, the Company and (or its subsidiaries designee) shall have the rightbe permitted, in its sole discretion, to purchase all, but not the obligationless than all, to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for Holder’s shares of Common Stock and Preferred Stock at a per share purchase price equal to the Purchase PriceFair Market Value; provided, however, that in the Company’s right to repurchase Rollover Shares shall apply only if (i) event such Management Holder was terminated by the Management Stockholder’s employment is terminated Company for Cause or such Management Holder terminated his employment (other than a Constructive Termination if such Management Holder is an Executive Management Holder) within 24 months of the date hereof, the Company (or its designee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Holder’s shares of Common Stock and Preferred Stock at a per share purchase price equal to the lower of the Original Cost and the Fair Market Value. (ii) This Section 5(a)(ii) applies with respect to any Common Stock issued upon exercise of any Options by the Management Holder. In the case of (x) a termination of employment by any Management Holder (other than (I) non-renewal of the applicable employment agreement, retirement, death, disability or (II) a Constructive Termination if the Management Holder is an Executive Management Holder) or (y) a termination of employment of any Management Holder by the Company for Cause, the Company (or its designee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Holder’s shares of Common Stock and Preferred Stock at a per share purchase price equal to the lower of the Original Cost and the Fair Market Value. In the case of a termination of employment of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with Holder other than as set forth in the preceding sentence, the Company (or its Affiliatesdesignee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Stockholder violates Holder’s shares of Common Stock and Preferred Stock at a per share purchase price equal to the non-competition provisions of such employment agreement during the Non-Compete Period, or Fair Market Value. (iii) in Notwithstanding the case of a foregoing, if (x) within 6 months after the Management Stockholder who is not subject to Holder’s termination without Cause, non-competition provisions under an effective renewal of the applicable employment agreement with the Company or its Affiliatesagreement, retirement, death, disability or, if the Management Stockholder voluntarily resigns Holder is an Executive Management Holder, Constructive Termination, a Realization Event occurs and joins a Competitor during (y) the Non-Compete Period. The Company or Preferred Shares and Common Shares owned by such Management Holder (including any shares issued upon exercise of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares any vested options held by such Management Stockholder on such Repurchase Event Holder) shall have been repurchased by the Company (including, only with respect to a for Cause terminationor its designee), the Rollover Shares)Company will pay or cause to be paid to such Management Holder the excess, ninety (90) days after if any, of the termination of employment, and (ii) with respect net proceeds that would have been received by such Management Holder in such sale transaction if the Company did not repurchase such Management Holder’s shares over the purchase price actually paid to such Management Holder by the Company Shares acquired upon pursuant to the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase rightrights hereunder.

Company Repurchase Right. From and after The Company (or a Repurchase Event with respect to any Management Stockholder, designee of the Company and its subsidiaries Company) shall have the right, but not the obligation, to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if shares of Common Stock and Preferred Stock held by any Management Holder upon the termination of employment of such Management Holder as set forth herein. In the case of (i) a termination of employment by any Management Holder without Good Reason during the Management Stockholder’s employment is terminated for Cause period commencing on the date hereof and ending on the fifth anniversary of the date hereof or (ii) a termination of employment of any Management Holder by the Company for Cause at any time, the Company (or its designee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Holder's shares of Common Stock and Preferred Stock at a per share purchase price equal to the lower of the Original Cost and the Fair Market Value. In the case of a Management Stockholder with an effective termination of employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with Holder other than as set forth on the preceding sentence, the Company (or its Affiliatesdesignee) shall be permitted, in its sole discretion, to purchase all, but not less than all, of the Management Holder's shares of Common Stock and Preferred Stock at a per share purchase price equal to the greater of the Original Cost and the Fair Market Value. Notwithstanding the foregoing, in the event a Realization Event or a dissolution, winding up or liquidation of the Company occurs within six (6) months of the termination of employment of any Management Holder without Cause or the resignation of any Management Holder for Good Reason, the Company will pay or cause to be paid to such Management Stockholder voluntarily resigns and joins a Competitor during Holder the Non-Compete Period. The Company or any excess, if any, of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) net proceeds that is (i) with respect to Company Shares held would have been received by such Management Stockholder on Holder in such Repurchase Event (including, only with respect sale transaction if the Company did not repurchase such Management Holder's shares over the purchase price actually paid to a for Cause termination, such Management Holder by the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect Company pursuant to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase rightrights hereunder.

Company Repurchase Right. From and after a Repurchase Event (i) Upon the termination of the Participant’s employment with respect to any Management Stockholderthe Company, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase some or all or any portion of the Company vested Restricted Shares held from the Participant, or the Participant’s estate in the case of the Participant’s death (the “Call Right”) at a price per share of Common Stock equal to the Fair Market Value on the date such Call Right is exercised by such Management Stockholder in accordance with this Section 5 for the Purchase Price; Company, provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (iCompany may defer under Section 3.7(ii) the Management Stockholder’s employment is terminated for Cause or amount, if any, that it shall be obligated to pay under this Section 3.7(i) in excess of $50,000 per fiscal year in the aggregate to the Participant. (ii) in Notwithstanding Section 3.7(i) to the case contrary, the Company shall not be obligated to repurchase any of the Restricted Shares at any particular time from the Participant, or from the estate of the Participant, and may defer such repurchase, if there exists and is continuing a Management Stockholder with default or an effective employment agreement (containing non-compete provisions) with event of default on the part of the Company or its Affiliates, under any guarantee or other agreement under which the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase has borrowed money or if such Company Shares until repurchase would constitute a breach of, or result in a default or an event of default on the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination part of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or any of its Affiliates during subsidiaries under, any such guarantee or agreement, or if the repurchase would not be permitted under any applicable Non-Compete Periodlaws. If the Company is unable to purchase Common Stock generally in accordance with the preceding sentence or is not obligated to pay for such Common Stock under Section 3.7(i), the Company shall have pay the Participant for such Restricted Shares as soon as possible, with interest at the federal short-term interest rate in effect on the first day of the month of exercise of the Put Right, to be recalculated on the first day of each month thereafter until ninety all payments due are made. (90iii) days The Company may exercise its Call Rights under this Section 3.7 by giving written notice thereof to the Participant (or her estate, if applicable). Upon delivery (or promptly following delivery) of such notice of exercise of Call Rights, the Company shall deliver to the Participant (or her estate, if applicable) a calculation of the purchase price therefor in accordance with Section 3.7(i). The consummation of the repurchase shall take place at the principal offices of the Company on the tenth (10th) business day following the expiration delivery of the applicable Non-Compete Periodcalculation of the purchase price (or at such other time and/or place as the Company and the Participant (or such estate) to exercise its repurchase rightshall agree).

Company Repurchase Right. From Subject to the terms of this Section 4.3(a), the Stockholder hereby unconditionally and after irrevocably grants to the Company a Repurchase Event with respect Right to purchase any Management or all of the Shares for a period of 120 days following the Effective Date (the “Initial Period”) at a purchase price per Share equal to the greater of (a) $2.50 (the “Minimum Purchase Price”) and (b) a 10% discount to the VWAP per Share during the fourteen (14) day period immediately prior to the date of the Call Notice (as defined below) (the “Market Discount Price”) (any such purchase, a “Repurchase”). The Company (or its permitted transferee or assign exercising the Repurchase Right) shall provide written notice to the Stockholder of its intent to exercise the Repurchase Right (such notice, the “Call Notice”). The Call Notice shall specify the number of Shares to be Repurchased, the purchase price thereof, if applicable, the calculation of the VWAP per Share for the fourteen (14) day period immediately prior to the date of the Call Notice. The closing of the Repurchase shall take place, and all payments from the Company (or its permitted transferee or assign) shall have been delivered to the Stockholder, on the Company and its subsidiaries shall have fourteenth (14th) day following the right, but not the obligation, to repurchase all or any portion date of the Company Shares held by such Management Stockholder delivery (determined in accordance with this Section 5 for 13.1 hereof) of the Purchase Price; providedCall Notice (such date of delivery of the Call Notice, howeverthe “Call Notice Delivery Date” and the period between the Call Notice Delivery Date and the closing, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with “Funding Period”), unless the Company (or its Affiliatespermitted transferee or assign) and the Stockholder agree to an earlier closing date. At or before the closing, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, shall deliver or (iii) in the case of a Management Stockholder who is not subject cause to non-competition provisions under an effective employment agreement with be delivered to the Company (or its Affiliatespermitted transferee or assign) a stock certificate or certificates, properly endorsed for transfer, representing the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date being Repurchased (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a)or, in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Periodany Shares that are not represented by certificates, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) such documentation as is necessary to exercise its repurchase righteffect such transfer).

Company Repurchase Right. From and after a Repurchase Event (i) Subject to Section 2.5, upon the termination of the Stockholder’s employment with respect to any Management Stockholderthe Company, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase some or all or any portion of the Company vested Restricted Shares held from the Stockholder, or the Stockholder’s estate in the case of the Participant’s death (the “Call Right”) at a price per share of Common Stock equal to the Fair Market Value on the date such Call Right is exercised by such Management Stockholder in accordance with this Section 5 for the Purchase Price; Company, provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (iCompany may defer under Section 3.7(ii) the Management amount, if any, that it shall be obligated to pay under this Section 3.7(i) in excess of $50,000 per fiscal year in the aggregate to the Stockholder’s employment is terminated for Cause or . (ii) in Notwithstanding Section 2.2(i) to the case contrary, the Company shall not be obligated to repurchase any of the Stock from the Stockholder, or from the estate of the Stockholder, and may defer such repurchase, if there exists and is continuing a Management Stockholder with default or an effective employment agreement (containing non-compete provisions) with event of default on the part of the Company or its Affiliates, under any guarantee or other agreement under which the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase has borrowed money or if such Company Shares until repurchase would constitute a breach of, or result in a default or an event of default on the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination part of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or any of its Affiliates during subsidiaries under, any such guarantee or agreement, or if the repurchase would not be permitted under any applicable Non-Compete Periodlaws. If the Company is unable to purchase Stock generally in accordance with the preceding sentence or is not obligated to pay for such Stock under Section 2.2(i), the Company shall have pay the Stockholder for such Stock as soon as possible, with interest at the federal short-term interest rate in effect on the first day of the month of exercise of the Call Right, to be recalculated on the first day of each month thereafter until ninety all payments due are made. (90iii) days The Company may exercise its Call Rights under this Section 2.2 by giving written notice thereof to the Stockholder (or her estate, if applicable). Upon delivery (or promptly following delivery) of such notice of exercise of Call Rights, the Company shall deliver to the Stockholder (or her estate, if applicable) a calculation of the purchase price therefor in accordance with Section 2.2(i). The consummation of the repurchase shall take place at the principal offices of the Company on the tenth (10th) business day following the expiration delivery of the applicable Non-Compete Periodcalculation of the purchase price (or at such other time and/or place as the Company and the Stockholder (or such estate) to exercise its repurchase rightshall agree).

Company Repurchase Right. From and after a Repurchase Event with respect to i. If the Participant’s service on the Board is terminated for any Management Stockholderreason, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date option (the “Repurchase DateOption”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) days after the termination of employment, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, from the later to occur of (x) the one-hundred and eighty-first (181st) day after the date of such Options have been exercised by the applicable Management Stockholder termination of service or such Management Stockholder’s successors, assigns or representatives and (y) ninety the date that is six (906) days after months plus one (1) day following the latest date on which the Participant acquired the Restricted Stock, to repurchase any and all of the shares of Restricted Stock that are outstanding at the time of such termination at the purchase price paid by the Participant for such shares. The Company may exercise its Repurchase Option by delivering personally or by registered mail, to the Participant (or the Participant’s transferee or legal representative, as the case may be), a notice in writing indicating the Company’s intention to exercise the Repurchase Option and a check in the amount of employment; provided, however, that the aggregate repurchase price. Upon delivery of such notice and payment of the aggregate repurchase price with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Periodsuch shares, the Company shall have until ninety (90) days following become the expiration legal and beneficial owner of the applicable Non-Compete Period) shares of Restricted Stock being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of shares of Restricted Stock being repurchased by the Company. ii. Whenever the Company shall have the right to repurchase shares of Restricted Stock hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise its repurchase rightall or a part of the Company’s Repurchase Option under this Agreement and purchase all or a part of such shares of Restricted Stock. iii. The Repurchase Option shall terminate in accordance with the vesting schedule set forth in Section 2(a) above.

Company Repurchase Right. From and after a Repurchase Event with respect (a) By accepting the Option, you hereby grant to any Management Stockholder, the Company and its subsidiaries shall have an option (the right, but not the obligation, "Repurchase Option") to repurchase all or any portion Option Shares that remain Unvested Shares on the earlier of the Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s date you cease to be employed by or provide services to the Company (including a parent or subsidiary of the Company) for any reason whatsoever, including, without limitation, termination with or without cause, death or permanent disability and (ii) the date you or your legal representative attempts to sell, exchange, transfer, pledge or otherwise dispose of any Unvested Shares (other than pursuant to a Terminating Event, as that term is defined in Section 10.2 of the Plan). (b) The Company may exercise the Repurchase Option by giving you written notice within 60 days after (i) such termination of employment is terminated for Cause or services (or exercise of the Option, if later) or (ii) in the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliateshas received notice of the attempted disposition. If the Company fails to give notice within such 60-day period, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete PeriodRepurchase Option shall terminate, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with unless you and the Company or its Affiliates, have extended the Management Stockholder voluntarily resigns and joins a Competitor during time for the Non-Compete Periodexercise of the Repurchase Option. The Repurchase Option must be exercised, if at all, for all the Unvested Shares, except as you and the Company or any of its subsidiaries may exercise its right otherwise agree. (c) Payment to purchase such you by the Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Shares), ninety (90) shall be made in cash within 30 days after the termination date of employment, and (ii) with respect to Company Shares acquired upon the mailing of the written notice of exercise of Options that were unexercised Options on such the Repurchase Option. For purposes of the foregoing, cancellation of any indebtedness you owe to the Company shall be treated as payment to you in cash to the extent of the unpaid principal and any accrued interest canceled. The purchase price per share being repurchased by the (d) You hereby authorize and direct the Company's Chief Financial Officer or transfer agent to transfer to the Company any Unvested Shares as to which the Repurchase Option is exercised. (e) The Company shall have the right to assign the Repurchase Option at any time, whether or not the Repurchase Option is then exercisable, to one or more persons as may be selected by the Company. (f) The Repurchase Option shall remain in full force and effect in the event of a Terminating Event, provided that if the later Administrative Committee determines that an assumption or substitution of options outstanding under the Plan will not be made in connection with the Terminating Event and the vesting of such options is therefore accelerated pursuant to Section 10.2 of the Plan, the Repurchase Option shall terminate and all Unvested Shares shall immediately vest in full. (xg) Nothing in this Agreement shall affect in any manner whatsoever the one-hundred right or power of the Company, or a parent or subsidiary of the Company, to terminate your employment or services on behalf of the Company, for any reason, with or without cause. (h) Subject to the terms and eighty-first (181st) day after conditions of this Agreement, the date such Options have been exercised Unvested Shares may not be sold, transferred, pledged, encumbered or disposed of under any circumstances, whether voluntarily, by operation of law, by gift or by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives laws of descent and (y) ninety (90) days after the termination distribution. Any attempted transfer of employment; provided, however, that any Unvested Shares in conflict with respect to each of clauses (i) this Agreement shall be null and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or its Affiliates during the applicable Non-Compete Period, the Company shall have until ninety (90) days following the expiration of the applicable Non-Compete Period) to exercise its repurchase rightvoid.

Company Repurchase Right. From and after a Repurchase Event with respect to (a) Upon Participant’s termination of Continuous Service for any Management Stockholderreason, the Company and its subsidiaries shall have the right, but not the obligation, right and option to repurchase all or any portion of the Company Restricted Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; providedfrom Participant, howeveror Participant’s transferee or legal representative, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or (ii) in as the case of may be, for a Management Stockholder with an effective employment agreement (containing non-compete provisions) with purchase price equal to the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of price per Share paid for such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Restricted Shares until the date (the “Company Repurchase DateRight”). (b) that is The Company may exercise the Company Repurchase Right by delivering, personally or by registered mail, to Participant (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (includingor his or her transferee or legal representative, only with respect to a for Cause termination, as the Rollover Sharescase may be), within ninety (90) days after of the termination date of employmentParticipant’s Termination of Service, a notice in writing indicating the Company’s intention to exercise the Company Repurchase Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of any certificates for the Restricted Shares shall deliver the stock certificate or certificates evidencing the Restricted Shares, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or shall deliver the purchase price therefore. At its Affiliates during the applicable Non-Compete Periodoption, the Company may elect to make payment for the Restricted Shares to a bank selected by the Company. The Company shall have until avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (c) If the Company does not elect to exercise the Company Repurchase Right by giving the requisite notice within ninety (90) days following the expiration date of Participant’s termination of Continuous Service, the Company Repurchase Right shall terminate. (d) The Restricted Shares shall be released from the Company Repurchase Right upon vesting of the applicable Non-Compete Period) Option with respect to exercise its repurchase rightsuch Shares in accordance with the terms of this Agreement. For the avoidance of doubt, all Restricted Shares shall at all times be assumed to be unvested Shares to the fullest extent possible under the terms of this Agreement, unless otherwise provided by the Company. Fractional Shares shall be rounded down to the nearest whole share in determining vesting.

Company Repurchase Right. From and after (i) Upon Participant’s ceasing to be a Repurchase Event with respect to Service Provider for any Management Stockholderreason, the Company and its subsidiaries shall have the right, but not the obligation, right and option to repurchase all or any portion of the Restricted Shares from Participant, or Participant’s transferee or legal representative, as the case may be, for a purchase price equal to the price per Share paid for such Restricted Shares (the “Company Shares held by such Management Stockholder in accordance with this Section 5 for the Purchase Price; provided, however, that the Company’s right to repurchase Rollover Shares shall apply only if (i) the Management Stockholder’s employment is terminated for Cause or Repurchase Right”). (ii) in The Company may exercise the Company Repurchase Right by delivering, personally or by registered mail, to Participant (or his or her transferee or legal representative, as the case of a Management Stockholder with an effective employment agreement (containing non-compete provisions) with the Company or its Affiliates, the Management Stockholder violates the non-competition provisions of such employment agreement during the Non-Compete Period, or (iii) in the case of a Management Stockholder who is not subject to non-competition provisions under an effective employment agreement with the Company or its Affiliates, the Management Stockholder voluntarily resigns and joins a Competitor during the Non-Compete Period. The Company or any of its subsidiaries may exercise its right to purchase such Company Shares until the date (the “Repurchase Date”) that is (i) with respect to Company Shares held by such Management Stockholder on such Repurchase Event (including, only with respect to a for Cause termination, the Rollover Sharesbe), within ninety (90) days after of the termination date Participant ceases to be a Service Provider, a notice in writing indicating the Company’s intention to exercise the Company Repurchase Right and setting forth a date for closing not later than thirty (30) days from the mailing of employmentsuch notice. The closing shall take place at the Company’s office. At the closing, the holder of any certificates for the Restricted Shares shall deliver the stock certificate or certificates evidencing the Restricted Shares, and (ii) with respect to Company Shares acquired upon the exercise of Options that were unexercised Options on such Repurchase Event, the later of (x) the one-hundred and eighty-first (181st) day after the date such Options have been exercised by the applicable Management Stockholder or such Management Stockholder’s successors, assigns or representatives and (y) ninety (90) days after the termination of employment; provided, however, that with respect to each of clauses (i) and (ii) of this Section 5(a), in the case of a Management Stockholder who (1) voluntarily resigns and joins a Competitor or (2) violates the non-compete provisions of an effective employment agreement with the Company or shall deliver the purchase price therefore. At its Affiliates during the applicable Non-Compete Periodoption, the Company may elect to make payment for the Restricted Shares to a bank selected by the Company. The Company shall have until avail itself of this option by a notice in writing to Participant stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (iii) If the Company does not elect to exercise the Company Repurchase Right by giving the requisite notice within ninety (90) days following the expiration date Participant ceases to be a Service Provider, the Company Repurchase Right shall terminate. (iv) The Restricted Shares shall be released from the Company Repurchase Right upon vesting of the applicable Non-Compete Period) Option with respect to exercise its repurchase rightsuch Shares in accordance with the terms of this Option Agreement. For the avoidance of doubt, all Restricted Shares shall at all times be assumed to be unvested Shares to the fullest extent possible under the terms of this Option Agreement, unless otherwise provided by the Administrator. Fractional Shares shall be rounded down to the nearest whole Share.