Common use of Violation of Non-Competition Obligations Clause in Contracts

Violation of Non-Competition Obligations. If a Manager’s employment is terminated for any reason or if a Manager resigns his or her employment for any reason and, within twelve (12) months of such termination or resignation, such Manager Competes, 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 ninety (90) days following the later to occur of (x) the first date on which the Company receives notice that such Manager Competed and (y) the date that is six (6) months plus one (1) day following the most recent acquisition of Purchased Management Shares from the Company 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 the Company (or its designated assignee), all (or a portion, as designated by the Company or its designated assignee) of the Purchased Management Shares (including Rollover Equity) 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.

Appears in 3 contracts

Samples: Management Stockholders’ Agreement (J Crew Group Inc), Management Stockholders’ Agreement (J Crew Group Inc), Management Stockholders’ Agreement (J. Crew Inc.)

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Violation of Non-Competition Obligations. If a Manager’s employment is terminated for any reason or if a Manager resigns his or her employment for any reason and, within twelve eighteen (1218) months of such termination or resignation, such Manager Competes, 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 ninety one hundred eighty (90180) days following the later to occur of (x) the first date on which the Company receives notice that such Manager Competed and (y) the date that is six (6) months plus one (1) day following the most recent acquisition of Purchased Management Shares from the Company 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 the Company (or its designated assignee), all (or a portion, as designated by the Company or its designated assignee) of the Purchased Management Shares (including Rollover Equity) 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.

Appears in 1 contract

Samples: Management Stockholders’ Agreement (BioArray Solutions LTD)

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Violation of Non-Competition Obligations. If a Manager’s employment is terminated for any reason or if a Manager resigns his or her employment for any reason and, within twelve eighteen (1218) months of such termination or resignation, such Manager Competes, 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 ninety one hundred eighty (90180) days following the later to occur of (x) the first date on which the Company receives notice that such Manager Competed and (y) the date that is six (6) months plus one (1) day following the most recent acquisition of Purchased Management Shares from the Company 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 the Company (or its designated assignee), all (or a portion, as designated by the Company or its designated assignee) of the Purchased Management Shares (including Rollover Equity) 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.

Appears in 1 contract

Samples: Management Stockholders Agreement (IMS Health Holdings, Inc.)

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