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

Violation of Non-Competition Obligations. If a Manager’s employment with any of the Employer Parties 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, then Echo will have the right, on one or more occasions, at any time up to and including the date that is one hundred eighty (180) days following the later to occur of (x) the first date on which the Employer Party 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 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)(iii).

Appears in 4 contracts

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

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