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

Right to Purchase Shares from Management Stockholders. (a) Subject to all provisions of this Article III and Article V hereof, Endo LLC shall have the right to purchase from a Management Stockholder, and such Management 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 Management Stockholder: (i) at the fair market value of such shares, as determined pursuant to Section 4.1 hereof ("Fair Market Value"), if such Management ----------------- 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 Management Stockholder for Good Reason, (x) the resignation of such Management Stockholder without Good Reason, (y) the retirement of such Management Stockholder upon or after reaching the age of 65 or, if different, the Company's normal retirement age ("Retirement"), or (z) the ---------- death or Disability (as defined in Section 4.3 hereof) of such Management Stockholder; and (ii) at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 4.2 hereof) of such shares, if such Management 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 a Management Stockholder by giving notice within the 30-day period referred to in Section 3.2 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 3.1(a) hereof from such Management Stockholder, by giving notice not later than the end of the succeeding 10-day period. (c) In the event that the purchase of, or the payment for, some or all of the shares of Common Stock referred to in Section 3.1(a) hereof by Endo LLC is prohibited under Article V hereof, subject to Section 3.1(b) hereof, an Initial Management Stockholder may elect, at his or her option, to purchase some or all of such shares of Common Stock, within 20 days of the determination by Endo LLC that its purchase of, or its payment for, such shares would be prohibited by Article V hereof.

Right to Purchase Shares from Management Stockholders. (a) Subject ----------------------------------------------------- to all provisions of this Article III and Article V hereofIII, Endo LLC the Company shall have the right to purchase (and, if the Company does not exercise such right by giving notice within the 30-day period referred to in Section 3.2, Xxxxx (or its designee(s)) shall have the right by giving notice not later than the end of the succeeding 10-day period to purchase) from a Management Stockholder, and such Management Stockholder shall have the obligation to sell to Endo LLCthe Company (or Xxxxx or its designee(s) if such right is exercised by Xxxxx or its designee(s)), all, but not less than all, of the such Management Stockholder's shares of Common Stock owned by such Management StockholderStock: (ia) at the fair market value Fair Market Value of such shares, as determined pursuant to Section 4.1 hereof ("Fair Market Value"), shares if such Management ----------------- Stockholder's employment with the Company or any of its and all subsidiaries thereof is terminated as a result of (vi) the termination by the Company or one of its subsidiaries of such employment without Cause, (wii) the resignation of such Management Stockholder for Good Reason, (xiii) the Retirement of such Management Stockholder, or (iv) the death or Disability of such Management Stockholder; (b) at the lesser of (i) the Fair Market Value of such shares, and (ii) the Carrying Value (as defined in Section 4.2) of such shares if such Management Stockholder's employment with the Company and all subsidiaries thereof is terminated as a result of the resignation of such Management Stockholder without Good Reason, (y) the retirement of such Management Stockholder upon or after reaching the age of 65 or, if different, the Company's normal retirement age ("Retirement"), or (z) the ---------- death or Disability (as defined in Section 4.3 hereof) of such Management Stockholder; and (iic) at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 4.2 hereof4.2) of such shares, if such Management Stockholder's employment with the Company or any of its and all subsidiaries thereof is terminated as a result of the termination by the Company or one of its subsidiaries such employment with Cause. (b) In . Notwithstanding anything to the event that Endo LLC does not exercise such right contrary herein, the Company shall have no rights pursuant to the foregoing provisions of this Section 3.1 to purchase from Xxxxx X. Xxxxxx the shares of Common Stock from a Management Stockholder held by giving notice within him at or after such time as his consulting contract with the 30-day period referred Company expires pursuant to in Section 3.2 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 3.1(a) hereof from such Management Stockholder, by giving notice not later than the end of the succeeding 10-day period. (c) In the event that the purchase of, terms or the payment for, some or all terms of the shares of Common Stock referred to in Section 3.1(a) hereof by Endo LLC is prohibited under Article V hereof, subject to Section 3.1(b) hereof, an Initial Management Stockholder may elect, at his or her option, to purchase some or all of such shares of Common Stock, within 20 days of the determination by Endo LLC that its purchase of, or its payment for, such shares would be prohibited by Article V hereofany renewal thereof.

Right to Purchase Shares from Management Stockholders. (a) Subject to all provisions of this Article III and Article V hereof, Endo LLC shall have the right to purchase from a Management Stockholder, and such Management 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 Management Stockholder: (i) at the fair market value of such shares, as determined pursuant to Section 4.1 hereof ("Fair Market Value"), if such Management ----------------- 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 Management Stockholder for Good Reason, (x) the resignation of such Management Stockholder without Good Reason, (y) the retirement of such Management Stockholder upon or after reaching the age of 65 or, if different, the Company's normal retirement age ("Retirement"), or (z) the ---------- death or Disability (as defined in Section 4.3 hereof) of such Management Stockholder; and (ii) at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 4.2 hereof) of such shares, if such Management 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 a Management Stockholder by giving notice within the 30-day period referred to in Section 3.2 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 3.1(a) hereof from such Management Stockholder, by giving notice not later than the end of the succeeding 10-day period. (c) In the event that the purchase of, or the payment for, some or all of the shares of Common Stock referred to in Section 3.1(a) hereof by Endo LLC is prohibited under Article V hereof, subject to Section 3.1(b) hereof, an Initial Management Stockholder may elect, at his or her option, to purchase some or all of such shares of Common Stock, within 20 days of the determination by Endo LLC that its purchase of, or its payment for, such shares would be prohibited by Article V hereof.

Right to Purchase Shares from Management Stockholders. (a) Subject to all provisions of this Article III and Article V hereofIII, Endo LLC the Company shall have the right to purchase from a Management Stockholder, and such Management 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 Management Stockholder: (i) at the fair market value of such shares, as determined pursuant to Section 4.1 hereof ("Fair Market Value")and, if such Management ----------------- 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 Management Stockholder for Good Reason, (x) the resignation of such Management Stockholder without Good Reason, (y) the retirement of such Management Stockholder upon or after reaching the age of 65 or, if different, the Company's normal retirement age ("Retirement"), or (z) the ---------- death or Disability (as defined in Section 4.3 hereof) of such Management Stockholder; and (ii) at the lesser of the Fair Market Value and the Carrying Value (as defined in Section 4.2 hereof) of such shares, if such Management 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 a Management Stockholder by giving notice within the 3045-day period referred to in Section 3.2 3.2, the members of the Xxxxx Group (or their designee(s), which designees shall become parties hereto in accordance with the terms 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 3.1(a) hereof from such Management Stockholder, by giving notice not later than the end of the succeeding 10-day period.period to purchase) from a Management Stockholder (other than as set forth on Exhibit B hereto), and such Management Stockholder shall have the obligation to sell to the Company (or the members of the Xxxxx Group or their designee(s) if such right is exercised by the Xxxxx Group or their designee(s)), all, but not less than all, of such Management Stockholder's shares of Company Stock: (a) at the Fair Market Value of such shares if such Management Stockholder's employment with the Company and all subsidiaries thereof is terminated as a result of (i) the termination by the Company of such employment without Cause, (ii) the resignation of such Management Stockholder for Good Reason, (iii) the Retirement of such Management Stockholder, or (iv) the death or Disability of such Management Stockholder; (b) at the lesser of (i) the Fair Market Value of such shares, and (ii) the Carrying Value of such shares if such Management Stockholder's employment with the Company and all subsidiaries thereof is terminated as a result of the resignation of such Management Stockholder without Good Reason; and (c) In at the event that the purchase of, or the payment for, some or all lesser of the shares of Common Stock referred to in Section 3.1(a) hereof by Endo LLC is prohibited under Article V hereof, subject to Section 3.1(b) hereof, an Initial Management Stockholder may elect, at his or her option, to purchase some or all Fair Market Value and Carrying Value of such shares of Common Stockshares, within 20 days if such Management Stockholder's employment with the Company and all subsidiaries thereof is terminated as a result of the determination termination by Endo LLC that its purchase of, or its payment for, the Company of such shares would be prohibited by Article V hereofemployment with Cause.