Common use of Manner of Exercise of Purchase Option and Closing Clause in Contracts

Manner of Exercise of Purchase Option and Closing. 3.2.1 The Company may exercise the Purchase Option by delivering or mailing to the Stockholder (or the Stockholder's estate) written notice of exercise within thirty (30) days after the termination of the employment of the Stockholder with the Company. Such notice shall specify the number of Unvested Restricted Shares to be purchased. If and to the extent the Purchase Option is not so exercised within such 30-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 30-day period. 3.2.2 Within thirty (30) days after receipt of the Company's notice of the exercise of the Purchase Option, the Stockholder (or the Stockholder's estate) shall tender to the Company at its principal offices the certificate or certificates representing the Unvested Restricted Shares which the Company has elected to purchase, duly endorsed in blank by the Stockholder or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Unvested Restricted Shares to the Company. Upon its receipt of such Unvested Restricted Shares, the Company shall deliver or mail to the Stockholder a certified check or bank check in the amount of the aggregate Share Price therefor. 3.2.3 After the time at which any Unvested Restricted Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection 3.2.2, the Company shall not pay any dividend to the Stockholder on account of such Unvested Restricted Shares or permit the Stockholder to exercise any of the privileges or rights of a stockholder with respect to the Unvested Restricted Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Unvested Restricted Shares. 3.2.4 The Share Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Stockholder to the Company or in cash (by check) or both. 3.2.5 The Company shall not purchase any fraction of an Unvested Restricted Share upon exercise of the Purchase Option, and any fraction of an Unvested Restricted Share resulting from a computation made pursuant to Section 3.1 of this Agreement shall be rounded to the nearest whole Restricted Share (with any one-half or greater Restricted Share being rounded upward).