Rights of the Company and the Investors. If (i) the Employee’s employment with the Company terminates for any reason prior to a Public Offering or (ii) the Company determines that the Employee is engaging or has engaged in Competitive Activity during employment or during the one-year period following termination of employment for any reason, the Company may elect to purchase all or a portion of the Shares by written notice to the Employee delivered on or before the 80th day after the Determination Date. The Investors may elect to purchase all or any portion of the Shares that the Company has not elected to purchase by written notice to the Employee delivered at any time on or before the 120th day after the Determination Date (the “Second Option Period”). Prior to the application of clause (ii) of this Section 5(a) to the Employee, the Company shall provide the Employee with written notice of the action that is alleged to constitute Competitive Activity (the “Competitive Activity Notice Date”) and a reasonable opportunity to cure such action, if the Company reasonably determines that such action is reasonably susceptible of being cured.
Appears in 4 contracts
Samples: Employee Stock Subscription Agreement (PharMEDium Healthcare Holdings, Inc.), Employee Stock Option Agreement (PharMEDium Healthcare Holdings, Inc.), Employee Stock Subscription Agreement (PharMEDium Healthcare Holdings, Inc.)
