STOCKHOLDERS AGREEMENT

Exhibit 10.23

STOCKHOLDERS AGREEMENT

Dated November 9, 2007

Among

CERIDIAN HOLDING CORP.,

CERIDIAN INTERMEDIATE CORP.,

AND

THE OTHER PARTIES HERETO

Table of Contents

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STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “ Agreement ”) is entered into as of November 9, 2007 by and among (i) Ceridian Holding Corp., a Delaware corporation (the “ Company ”), (ii) Ceridian Intermediate Corp., a Delaware corporation (“ Intermediate Corp. ”), (iii) Thomas H. Lee Equity Fund VI, L.P.; Thomas H. Lee Parallel Fund VI, L.P.; Thomas H. Lee Parallel (DT) Fund VI, L.P.; Great-West Investors LP; Putnam Investments Employees’ Securities Company III LLC; THL Coinvestment Partners, LP; THL Operating Partners, LP; THL Equity Fund VI Investors (Ceridian), L.P.; THL Equity Fund VI Investors (Ceridian) II, L.P.; THL Equity Fund VI Investors (Ceridian) III, LLC; THL Equity Fund VI Investors (Ceridian) IV, LLC; and THL Equity Fund VI Investors (Ceridian) V, LLC (collectively, “ THL ”), (iv) Fidelity National Financial, Inc. (“ FNF ”) and (v) the other Stockholders (as defined below) who become party to this Agreement. THL and FNF are each referred to herein as a “ Sponsor ,” and collectively, the “ Sponsors .” The Sponsors and each other Person who (a) purchases Common Stock or Preferred Stock on the date hereof or (b) hereafter (i) exercises options to purchase Common Stock, or (ii) purchases restricted Common Stock, pursuant to the Company’s 2007 Stock Incentive Plan (the “ SIP ”) and becomes a party hereto (each, a “ Management Holder ”), and each other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “ Stockholders ” and individually as a “ Stockholder. ” Certain capitalized terms used herein are defined in Section 8.1 .

The parties hereto agree as follows:

ARTICLE I

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

1.1 Representations and Warranties of the Company . The Company hereby represents and warrants to each Stockholder that as of the date of this Agreement:

(a) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, it has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;

(b) this Agreement has been duly and validly executed and delivered by the Company and constitutes a legal and binding obligation of the Company enforceable against it in accordance with its terms; and

(c) the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which the Company is subject, (ii) violate any order, judgment or decree applicable to the Company or (iii) conflict with, or result in a breach or default under, any term or condition of the Company’s organizational documents or any agreement or instrument to which the Company is a party or by which it is bound.

1.2 Representations and Warranties of Intermediate Corp . Intermediate Corp. hereby represents and warrants to each Stockholder that as of the date of this Agreement:

(a) Intermediate Corp. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, it has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;

(b) this Agreement has been duly and validly executed and delivered by Intermediate Corp. and constitutes a legal and binding obligation of Intermediate Corp. enforceable against it in accordance with its terms; and

(c) the execution, delivery and performance by Intermediate Corp. of this Agreement and the consummation by Intermediate Corp. of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which Intermediate Corp. is subject, (ii) violate any order, judgment or decree applicable to Intermediate Corp. or (iii) conflict with, or result in a breach or default under, any term or condition of Intermediate Corp.’s organizational documents or any agreement or instrument to which Intermediate Corp. is a party or by which it is bound.

1.3 Representations and Warranties of the Stockholders . Each Stockholder (as to himself, herself or itself only) represents and warrants to the Company and Intermediate Corp. that, as of the time such Stockholder becomes a party to this Agreement:

(a) if not an individual, it is a corporation duly organized, validly existing and in good standing under the laws of the state of its state of incorporation, or it is a limited partnership or a limited liability company duly formed, validly existing, and in good standing under the Laws of the state of its state of formation, as the case may be, it has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company action.

(b) this Agreement (or the separate joinder agreement executed by such Stockholder) has been duly and validly executed and delivered by such Stockholder, and this Agreement constitutes a legal and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms; and

(c) the execution, delivery and performance by such Stockholder of this Agreement (or any joinder to this Agreement, if applicable) and the consummation by such Stockholder of the transactions contemplated hereby (and thereby, if applicable) will not, with or without the giving of notice or lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Stockholder is subject, (ii) violate any order, judgment or decree applicable to such Stockholder or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Stockholder is a party or by which such Stockholder is bound.

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ARTICLE II

VOTING AGREEMENTS AND COVENANTS

2.1 Election of Directors; Committees .

(a) Each Person, other than the Company and Intermediate Corp., that is a party to this Agreement hereby agrees that such Person will vote, or cause to be voted, all Common Shares over which such Person has the power to vote or direct the voting, and will take all other necessary or desirable actions within such Person’s control, and the Company will take all necessary or desirable actions within its control, to cause the authorized number of directors of the Company to be established at up to seven (7) directors (subject to increase as permitted under 2.2(a)(xi)), and to elect or appoint or cause to be elected or appointed to the board of directors of the Company (the “ Board ”) and cause to be continued in office, the following individuals, in each case subject to the provisions of subparagraphs (b) and (c) below:

(b) If at any time THL or FNF, in each case, together with its respective Permitted Transferees, ceases to own at least 30% of the Common Shares held by it as of the date hereof (subject to adjustment for stock splits, combinations and similar events), the number of directors THL or FNF, as the case may be, is entitled to designate shall be two. If at any time THL or FNF, in each case, together with its respective Permitted Transferees, ceases to own at least 20% of the Common Shares held by it as of the date hereof (subject to adjustment for stock splits, combinations and similar events), the number of directors THL or FNF, as the case may be, is entitled to designate shall be one. If at any time THL or FNF, in each case, together with its respective Permitted Transferees, ceases to own at least 10% of the Common Shares held by it as of the date hereof (subject to adjustment for stock splits, combinations and similar events), the number of directors THL or FNF, as the case may be, is entitled to designate shall be zero from and after such time.

(c) The chairman of the Board (the “ Chairman ”) shall be elected and all other actions taken by the Board shall be approved by a majority vote of the Board.

(d) Unless otherwise approved by the THL Directors and the FNF Directors, the Board shall hold no less than one (1) meeting per fiscal quarter. At each meeting of the Board (or committee thereof) at which a quorum is present, each director shall be entitled to one vote on each matter to be voted on at such meeting. A majority of the directors on the Board shall constitute a quorum.

(e) Any director serving on the Board can be removed without cause by the Stockholder entitled to designate such director to serve on the Board hereunder. If at any time any director ceases to serve on the Board (whether due to resignation, removal or otherwise), the

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Stockholders shall elect a successor to fill the vacancy created thereby on the terms and subject to the conditions of paragraphs (a) and (b) above. Each Person that is a party hereto agrees to vote, or cause to be voted, all Common Shares over which such Person has the power to vote or direct the voting, and shall take all such other actions as shall be necessary or desirable to cause the removal of a director as provided in this Section 2.1(e) and the designated successor to be elected to fill such vacancy.

(f) Nothing in this Agreement shall be construed to impair any rights that the stockholders of the Company may have to remove any director for cause under applicable law, the certificate of incorporation of the Company, or the by-laws of the Company, as the case may be. No such removal of an individual designated pursuant to this Section 2.1 for cause shall affect any of the Stockholders’ rights to designate a different individual pursuant to this Section 2.1 to fill the position from which such individual was removed.

(g) Each member of the Board shall be entitled to reimbursement from the Company for his or her reasonable out-of-pocket expenses (including travel) incurred in attending any Board meeting.

(h) For so long as a Sponsor has any designees on the Board, the Company shall purchase, within a reasonable period following the date hereof, and maintain for such periods as the Board shall in good faith determine, at the Company’s expense, insurance in an amount determined in good faith by the Board to be appropriate, on behalf of any person who after the date hereof is or was a director or officer of the Company or any Subsidiary, or is or was serving at the request of the Company or any Subsidiary as a director, officer, employee or agent of another limited company, corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The provisions of this Section 2.1(h) shall survive any termination of this Agreement. The Company shall indemnify the directors in accordance with the Company’s certificate of incorporation and each indemnification agreement entered into by the Company and such director.

(i) There shall be established at all times during the term of this Agreement a Compensation Committee of the Board (the “ Compensation Committee ”) which shall be comprised of, for so long as THL has a right to designate at least one director pursuant to Section 2.1(a)(i), at least one THL Director and, for so long as FNF has a right to designate at least one director pursuant to Section 2.1(a)(ii), at least one FNF Director or as otherwise agreed to by THL and FNF. The Compensation Committee will (i) determine the compensation of all senior employees and consultants of the Company (including salary, bonus, equity participation and benefits) and (ii) subject to Section 2.2(a)(ii) hereof, approve the grants of any options or awards (after consultation with the Chief Executive Officer of the Company) under, or amendments to or replacement of, the SIP and the repurchases of any stock under the terms of the SIP; provided that no member of the Compensation Committee may vote on his own compensation or option or award grant.

(j) There shall be established at all times during the term of this Agreement an Audit Committee of the Board (the “ Audit Committee ”) comprised of, for so long as THL has a right to designate at least one director pursuant to Section 2.1(a)(i), at least one THL Director

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and, for so long as FNF has a right to designate at least one director pursuant to Section 2.1(a)(ii), at least one FNF Director or as otherwise agreed to by THL and FNF or as otherwise agreed to by THL and FNF. The Audit Committee shall determine the Company’s audit policies, review audit reports and recommendations made by the Company’s internal audit staff and its independent auditors, meet with the Company’s independent auditors, oversee the independent auditors, and recommend the Company’s engagement of independent auditors.

(k) All other committees that may be established by the Board from time to time shall be comprised of, for so long as THL has a right to designate at least one director pursuant to Section 2.1(a)(i), at least one THL Director and, for so long as FNF has a right to designate at least one director pursuant to Section 2.1(a)(ii), at least one FNF Director or as otherwise agreed to by THL and FNF or as otherwise agreed to by THL and FNF.

(1) The Company and Intermediate Corp. shall take all actions necessary to make the board of directors (and any committees thereof) of Intermediate Corp. consist of the same number of directors (or committee members) and members as the Board. The Company and Intermediate Corp. shall take all actions necessary to make the board of directors (and any committees thereof) of all other Subsidiaries of the Company consist of such persons as the Board shall direct.

(m) Any transactions between the Company and Affiliates of the Company (including Affiliates of the Stockholders) (other than Exempted Arrangements and other agreements executed on the date hereof) shall require the approval of a majority of the directors that are disinterested with respect to such transactions.

2.2 Voting Required for Action .

(a) Subject to the rights of the Initiating Stockholders in Article IV, until the earliest to occur of (i) the fifth anniversary of the date hereof, (ii) the first Public Offering and (iii) a Sale of the Company, the following actions by the Company or any of its Subsidiaries shall require the approval of (X) the holders of at least a majority of the Common Shares then held by FNF and its Permitted Transferees, and (Y) the holders of at least a majority of the Common Shares then held by THL and its Permitted Transferees:

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(b) After the second anniversary of the date hereof, either of the Sponsors may require the Company to complete a Qualified Public Offering pursuant to a demand registration under the Registration Rights Agreement executed concurrently herewith.

(c) Notwithstanding anything herein to the contrary, the approval rights specified in Section 2.2(a) shall terminate (i) with respect to FNF and its Permitted Transferees at such time as FNF and its Permitted Transferees own less than 10% of the Common Shares held by FNF as of the date hereof (subject to adjustment for stock splits, combinations and similar events), and (ii) with respect to THL and its Permitted Transferees at such time as THL and its Permitted Transferees own less than 10% of the Common Shares held by THL as of the date hereof (subject to adjustment for stock splits, combinations and similar events). No Transferee shall be entitled to approval rights under this Section 2.2 unless such Transferee is a Permitted Transferee.

2.3 2007 Stock Incentive Plan . On the Closing Date, the Company will offer to certain key employees and others stock option awards under the SIP covering an aggregate of 4,110,811 shares of Common Stock, at a purchase price per share of $10.

ARTICLE III

TRANSFERS OF SHARES

3.1 Restrictions on Transfer of Shares .

(a) Prior to the sixth anniversary of the date hereof, no Stockholder may Transfer any Shares, except (i) with the consent of each of the Sponsors, (ii) through a Public Offering, (iii) pursuant to a Sale of the Company, (iv) through a redemption or share exchange provided in Section 3.3 or (v) through an Exempt Transfer. After the sixth anniversary of the date hereof, no Stockholder may Transfer any Shares except through (i) a Public Offering, (ii) a Sale of the Company, (iii) an Exempt Transfer, (iv) through a redemption or share exchange provided in Section 3.3 (v) in accordance with Section 3.2 of this Agreement.

(b) No Transfer of any Shares by any Stockholder shall become effective unless and until the Transferee (unless such Transferee already is party to this Agreement) executes and delivers to the Company and Intermediate Corp. a counterpart or joinder to this Agreement, agreeing to the obligations of the transferring Stockholder. Notwithstanding the immediately preceding sentence, an unaffiliated financial institution to whom Sponsor Shares

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have been pledged will not have to execute this Agreement unless and until such pledge has been foreclosed upon. Upon such Transfer and such execution and delivery, the Transferee acquiring Transferred Shares shall be bound by, and entitled to the benefits of, this Agreement in the same manner as the transferring Stockholder; provided that no Transferee of a Sponsor (other than a Permitted Transferee) shall be entitled to any of the director designation rights under Section 2.1, the approval rights under Section 2.2(a), the rights of an Initiating Stockholder under Article IV, or, unless such Transferee is obligated or reasonably deems it necessary to qualify the Shares as a venture capital investment (as defined in Department of Labor Regulation CFR § 2510.3-101), the rights under Article VI.

(c) No Shares may be transferred by a Stockholder (other than pursuant to an effective registration statement under the Securities Act) unless, if requested by the Company, such Stockholder first delivers to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such Transfer is not required to be registered under the Securities Act.

3.2 Right of First Refusal; Tag-Along Rights .

(a) Subject to Section 3.1(a), if any Stockholder (the “ Selling Holder ”) proposes to Transfer any Shares (other than (i) in a Sale of the Company, (ii) an Exempt Transfer, (iii) in a Public Offering or (iv) through a redemption or share exchange provided in Section 3.3), the Selling Holder shall before such Transfer, deliver to the Company and to the other Stockholders (the “ Other Holders ”) at least 50 days prior written notice of such proposed Transfer (the “ Sale Notice ”) and the terms of such Transfer, including (A) the number of Shares to which the Transfer relates (the “ Offered Shares ”), (B) the name and address of the Selling Holder and proposed Transferee, (C) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Selling Holder as may be reasonably necessary for the Other Holders to properly analyze the economic value and investment risk of such non-cash consideration), (D) the terms and conditions of payment proposed by the Selling Holder, and (E) an offer to sell all, but not less than all of the Offered Shares to such Other Holders on the same terms and conditions proposed by the Selling Holder.

(b) Any of the Other Holders may, within 30 days of the receipt of the Sale Notice, give written notice to the Selling Holder that such Other Holder desires to purchase all or any part of the Offered Shares on the same terms and conditions proposed by the Selling Holder (an “ Acceptance ”), which Acceptance shall state the number of Offered Shares such Other Holder desires to purchase and shall be delivered in person or mailed to the Selling Holder at the address set forth in the Sale Notice; provided, that (1) failure by an Other Holder to deliver an Acceptance during such 30-day period shall be deemed to constitute the election of such Other Holder not to exercise its right to purchase any of the Offered Shares, (2) the Selling Holder shall have no obligation to sell any of the Offered Shares to any Other Holder unless the aggregate number of Shares in all Acceptances are equal to or greater than the number of Offered Shares and (3) subject to the next sentence, each Other Holder shall only have the right to purchase its Pro Rata Amount of the Offered Shares. The Other Holders shall have a right of oversubscription such that if any Other Holder fails to accept the offer provided in the Sale Notice as to its full Pro Rata Amount, the Other Holders, among them, shall have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of

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oversubscription may be exercised by an Other Holder by accepting the offer in the Sale Notice as to more than its Pro Rata Amount. If, as a result thereof, such oversubscriptions exceed the total number of Offered Shares, the oversubscribing Other Holders shall be reduced with respect to their oversubscriptions so as to sell the Offered Shares as nearly as possible in accordance with their respective Pro Rata Amount or as they may otherwise agree among themselves. If the Other Holders have not made timely Acceptances to purchase all of the Offered Shares, then the Selling Holder must provide written notice to each Other Holder (the “ Final Notice ”) that the rights to acquire all of the Offered Shares pursuant to this Section 3.2(b) have not been exercised and that the Other Holders have 20 days in which to exercise their “tag-along” rights under subsection (c) below in connection with the transaction described in the Sale Notice. As promptly as practicable after becoming available, the Selling Holder shall provide copies of all relevant transaction agreements and other documents to the Other Holders.

(c) Any of the Other Holders may, within 20 days of the receipt of the Final Notice, give written notice (each, a “ Tag-Along Notice ”) to the Selling Holder that such Other Holder wishes to participate in the Transfer proposed in the Sale Notice upon the terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Shares such Other Holder desires to include in such proposed Transfer (which Shares must be of the same class as the Offered Shares); provided , however , that (1) each Other Holder shall be required, as a condition to being permitted to sell Shares pursuant to this Section 3.2(c) in connection with a Transfer of Offered Shares, to sell a number of shares equal to the product of its Pro Rata Amount and the number of Offered Shares, and (2) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee on behalf of itself the same representations, warranties, covenants, indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Offered Shares (except that in the case of representations and warranties pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear its ratable share (which shall be proportionate based on the value of Shares that are Transferred) of all liabilities to the Transferees arising out of representations, warranties (other than those representations, warranties and covenants that pertain specifically to a given Stockholder), covenants, indemnities or other agreements made in connection with the Transfer.

(d) If one or more Other Holders give the Selling Holder timely Acceptances for all of the Offered Shares, then sale of the Offered Shares to the Other Holders shall be made at the offices of the Company no later than the 40th day following the Sale Notice (subject to extension if necessary to obtain Hart-Scott-Rodino Act clearance) or at such other time or place as the parties to the transaction may agree upon. Such sales shall be effected by the Selling Holder’s delivery to each Other Holder, as the case may be, of a certificate or certificates evidencing the Offered Shares to be purchased by it duly endorsed for Transfer to the applicable Other Holders, which Offered Shares shall be delivered free and clear of all liens, charges, claims and encumbrances of any nature whatsoever (other than restrictions contained herein and under federal and state securities laws), against payment to the Selling Holder of the purchase price therefor by the respective Other Holder. Payment for the Offered Shares shall be made as provided in the Sale Notice or by wire transfer or certified check, in the sole discretion of the Other Holder.

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(e) If the Selling Holder does not receive Acceptances for all of the Offered Shares and one or more Other Holders give the Selling Holder a timely Tag-Along Notice, then the Selling Holder shall use all reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Offered Shares, and if the prospective Transferee allows participation of any Other Holders, such Other Holders shall transfer to the Transferee their applicable Offered Shares along with the Selling Holder. No Selling Holder shall transfer any of its shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of any of the Other Holders.

(f) If the Other Holders, in the aggregate, have not given the Selling Holder a Tag-Along Notice or Acceptance for all of the Offered Shares prior to the expiration of the applicable time periods set forth above, then the Selling Holder may Transfer such Offered Shares on the terms and conditions set forth, and to or among any of the Transferees identified (or Affiliates of Transferees identified), in the Sale Notice at any time within 90 days after expiration of the 20-day period for giving Tag-Along Notices with respect to such Transfer. Any such Offered Shares not Transferred by the Selling Holder during such 90-day period will again be subject to the provisions of this Section 3.2 upon subsequent Transfer.

(g) Each Stockholder selling Shares will bear (x) its own costs of any sale of Shares pursuant to this Section 3.2 and (y) its pro-rata share (based upon the relative amount of Shares sold) of any of the other reasonable and customary costs of any sale of Shares pursuant to this Section 3.2 to the extent such costs are incurred for the benefit of all Stockholders selling Shares and are not otherwise paid by the Transferee.

3.3 Redemption and Share Exchange .

(a) Intermediate Corp. may, at its option, but subject to the approval rights in Section 2.2(a)(viii), redeem, out of funds legally and contractually available therefor (including out of funds received by Intermediate Corp. in connection with or from any equity or debt financing by Intermediate Corp. or any direct or indirect parent or subsidiary of Intermediate Corp.), the Preferred Shares, in whole or part, at a price per share in cash equal to the Redemption Price. The Company will provide funds to Intermediate Corp. and cause Intermediate Corp. to redeem all of the outstanding Preferred Shares upon a Sale of the Company unless such Preferred Shares are sold in such transaction.

(b) Notwithstanding anything to the contrary contained in this Section 3.3, in connection with the first Public Offering of the Company, Intermediate Corp. shall, to the extent it shall have funds legally and contractually available to do so (but subject to the limitations described below), redeem an amount of Preferred Shares as set forth in this Section 3.3(b) at the then applicable Redemption Price. In connection with the preparation for any such Public Offering of the Company, the Intermediate Corp. Board shall consult, coordinate and cooperate with the Board and the managing underwriters of such Public Offering of the Company to determine the maximum amount of proceeds from such Public Offering of the Company that would be available for the Company to contribute to Intermediate Corp. following such Public Offering for Intermediate Corp. to use to redeem Preferred Shares as contemplated by this Section 3.3 without having an adverse effect on such offering, including the anticipated public offering price or the anticipated amount of shares that would be sold therein (such

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maximum amount of proceeds, the “ Maximum Available IPO Proceeds ”). If the Maximum Available IPO Proceeds is expected to exceed the anticipated aggregate Redemption Price for all Preferred Shares under this Section 3.3 and Intermediate Corp. would obtain funds therefrom that would be legally and contractually available to effect such redemption, then all, but not less than all, of the Preferred Shares shall be redeemed by Intermediate Corp. in connection with such Public Offering. If the Maximum Available IPO Proceeds is not expected to equal or exceed the anticipated aggregate Redemption Price for all Preferred Shares under this Section 3.3 or Intermediate Corp. will not have funds legally and contractually available therefrom to effect such redemption, then less than all of the Preferred Shares shall be redeemed by Intermediate Corp. in connection with the first Public Offering of the Company and, prior to the effectiveness of the registration statement being used under the Securities Act, the Intermediate Corp. Board, in consultation with the Board and the managing underwriters of such Public Offering of the Company, shall determine, and notify the holders of Preferred Shares of, the amount, if any, of Preferred Shares that will be redeemed in connection with such Public Offering (such amount of Preferred Shares, the “ Lesser IPO Redemption Shares ” and, the amount of Preferred Shares equal to the total number of Preferred Shares outstanding at the time of such determination minus the Lesser IPO Redemption Shares, the “ Excess Shares ”), and such Lesser IPO Redemption Shares shall be