Common use of Right to Purchase Shares from Employee Stockholders Clause in Contracts

Right to Purchase Shares from Employee Stockholders. (a) Subject to all of the provisions of this Article II and Article IV hereof, Endo LLC shall have the right to purchase from an Employee Stockholder, and such Employee Stockholder shall have the obligation to sell to Endo LLC, all, but not less than all, of the shares of Common Stock owned by such Employee Stockholder: (i) at the Fair Market Value of such shares, if such Employee Stockholder's employment with the Company or any of its subsidiaries is terminated as a result of (v) the termination by the Company or one of its subsidiaries of such employment without Cause, (w) the resignation of such Employee Stockholder for Good Reason, (x) the resignation of such Management Stockholder without Good Reason, (y) the Retirement of such Employee Stockholder, or (z) the death or Disability of such Employee Stockholder; and (ii) at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 3.2 hereof) of such shares, if such Employee Stockholder's employment with the Company or any of its subsidiaries is terminated by the Company or one of its subsidiaries with Cause. (b) In the event that Endo LLC does not exercise such right to purchase the shares of Common Stock from an Employee Stockholder by giving notice within the 30-day period referred to in Section 2.2 hereof, Xxxxx, or a party designated by Xxxxx, shall have the right to purchase, at its option, the shares of Common Stock referred to in Section 2.1(a) hereof from such Employee Stockholder, by giving notice not later than the end of the succeeding 10-day period.

Right to Purchase Shares from Employee Stockholders. (a) Subject to all of the provisions of this Article II and Article IV hereof, Endo LLC shall have the right to purchase from an Employee Stockholder, and such Employee Stockholder shall have the obligation to sell to Endo LLC, all, but not less than all, of the shares of Common Stock owned by such Employee Stockholder: (i) at the Fair Market Value of such shares, if such Employee Stockholder's ’s employment with the Company or any of its subsidiaries is terminated as a result of (v) the termination by the Company or one of its subsidiaries of such employment without Cause, (w) the resignation of such Employee Stockholder for Good Reason, (x) the resignation of such Management Stockholder without Good Reason, (y) the Retirement of such Employee Stockholder, or (z) the death or Disability of such Employee Stockholder; and (ii) at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 3.2 hereof) of such shares, if such Employee Stockholder's ’s employment with the Company or any of its subsidiaries is terminated by the Company or one of its subsidiaries with Cause. (b) In the event that Endo LLC does not exercise such right to purchase the shares of Common Stock from an Employee Stockholder by giving notice within the 30-day period referred to in Section 2.2 hereof, XxxxxKxxxx, or a party designated by XxxxxKxxxx, shall have the right to purchase, at its option, the shares of Common Stock referred to in Section 2.1(a) hereof from such Employee Stockholder, by giving notice not later than the end of the succeeding 10-day period.

Right to Purchase Shares from Employee Stockholders. (a) Subject to all of the provisions of this Article II and Article IV hereof, Endo LLC shall have the right to purchase from an Employee Stockholder, and such Employee Stockholder shall have the obligation to sell to Endo LLC, all, but not less than all, of the shares of Common Stock owned by such Employee Stockholder: (i) at the Fair Market Value of such shares, if such Employee Stockholder's ’s employment with the Company or any of its subsidiaries is terminated as a result of (v) the termination by the Company or one of its subsidiaries of such employment without Cause, (w) the resignation of such Employee Stockholder for Good Reason, (x) the resignation of such Management Stockholder without Good Reason, (y) the Retirement of such Employee Stockholder, or (z) the death or Disability of such Employee Stockholder; and (ii) at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 3.2 hereof) of such shares, if such Employee Stockholder's ’s employment with the Company or any of its subsidiaries is terminated by the Company or one of its subsidiaries with Cause. (b) In the event that Endo LLC does not exercise such right to purchase the shares of Common Stock from an Employee Stockholder by giving notice within the 30-day period referred to in Section 2.2 hereof, Xxxxx, or a party designated by Xxxxx, shall have the right to purchase, at its option, the shares of Common Stock referred to in Section 2.1(a) hereof from such Employee Stockholder, by giving notice not later than the end of the succeeding 10-day period.