Common use of Resignation without Good Reason prior to the Third Anniversary Clause in Contracts

Resignation without Good Reason prior to the Third Anniversary. If, prior to the third (3rd) anniversary of the date on which a Manager commences employment with any of the Employer Parties (or if such Manager was employed prior to the Closing Date by MCK or any of its Affiliates, the date on which a Manager commenced employment with MCK or any of its Affiliates, as applicable), the Manager resigns his or her employment without Good Reason (and, for the avoidance of doubt, other than upon death or Disability), Echo will have the right, on one or more occasions, at any time up to and including the date that is 180 days following the later to occur of (x) termination of such Manager’s employment and (y) the date that is six (6) months plus one (1) day following the most recent acquisition of Purchased Management Shares from Echo by any member of such Manager’s Management Call Group, to purchase from such Management Call Group, and, upon the exercise of such call right, each member of such Management Call Group shall sell to Echo, all (or a portion, as designated by Echo) of the Purchased Management Shares held by such member of the Management Call Group as of the date as of which such call right is exercised at a price equal to the Bad Leaver Price, determined as of the date specified in such Management Call Notice (as defined below), which date shall be no later than the last date on which Echo is permitted to issue a Management Call Notice in respect of such Purchased Management Shares under this Section 6.1(a)(iv).

Appears in 4 contracts

Samples: Stockholders Agreement (PF2 SpinCo, Inc.), Stockholders Agreement (Change Healthcare Inc.), Stockholders Agreement (Change Healthcare Inc.)

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Resignation without Good Reason prior to the Third Anniversary. If, prior to the third (3rd) anniversary of the Closing (or, if later, third (3rd) anniversary of the date on which a Manager commences employment with any of the Employer Parties (or if such Manager was employed prior to the Closing Date by MCK or any of Company and its Affiliates, the date on which a Manager commenced employment with MCK or any of its Affiliates, as applicable)subsidiaries, the Manager resigns his or her employment without Good Reason (and, for the avoidance of doubt, other than upon death or Disability), Echo the Company (or its designated assignee) will have the right, on one or more occasions, at any time up to and including the date that is 180 days following the later to occur of (x) termination of such Manager’s employment and (y) the date that is six (6) months plus one (1) day following the most recent acquisition of Purchased Management Shares from Echo the Company by any member of such Manager’s Management Call Group, to purchase from such Management Call Group, and, and upon the exercise of such call right, right each member of such Management Call Group shall sell to Echothe Company (or its designated assignee), all (or a portion, as designated by Echothe Company, or its designated assignee) of the Purchased Management Shares held by such member of the Management Call Group as of the date as of which such call right is exercised at a price equal to the Bad Leaver Price, determined as of the date specified in such Management Call Notice (as defined below), which date shall be no later than the last date on which Echo the Company is permitted to issue a Management Call Notice in respect of such Purchased Management Shares under this Section 6.1(a)(iv7.1(a)(iv).

Appears in 1 contract

Samples: Shareholder Agreements (TC3 Health, Inc.)

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