Competitive Conduct Sample Clauses

Competitive Conduct. During the term of this Agreement and for a further period of two (2) years thereafter, Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity for the benefit of any person: (a) solicit any person who is or during such period becomes a customer, supplier, employee, salesman, agent or representative of the Company, in any manner which interferes or might interfere with such person's relationship with the Company, or in an effort to obtain such person as a customer, supplier, employee, salesman, agent or representative of any business in competition with the Company which business conducts operations within fifteen (15) miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business. (b) establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent (1%) of the stock of a corporation whose shares are publicly traded) management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any person in any business in competition with the Company if such person has any office or facility, at any location within fifteen (15) miles of any office or facility owned, leased or operated by the Company or conducts substantial business in any county, or similar political subdivision in which the Company conducts substantial business, or act or conduct himself in any manner which he would have reason to believe inimical or contrary to the best interests of the Company.

Competitive Conduct. Executive shall not otherwise act or conduct himself to the material detriment of the Company, its subsidiaries or affiliates, or in a manner which is inimical or contrary to the interests thereof, and shall not engage, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, member, officer, director, employee or consultant of any person, firm or entity, in any business within the United States or Canada in competition with any part of the business being conducted by the Company or its subsidiaries; provided, however, that Executive's ownership of less than 2 percent of the outstanding stock of a publicly traded corporation (other than a corporation engaged primarily in the business of developing or operating hydroelectric projects) shall not by itself be deemed to constitute such competition. Executive shall not (i) divert to any entity which is engaged in any business conducted by the Company or any of its subsidiaries, any customer of such entities or any project which such entities are pursuing, developing or attempting to develop as of Executive's date of termination or (ii) solicit any officer, employee (other than secretarial staff) or consultant of the Company or any of its subsidiaries to leave the employ of such entities. Executive recognizes that the possible restrictions on his activities which may occur as a result of his performance of his obligations under this Section 9(b) are required for the reasonable protection of the Company and its investments.

Competitive Conduct. While Executive is employed by the Company and for the two-year period beginning on the date of termination of employment, Executive shall not, except with the Company's express prior written consent, directly or indirectly, in any capacity for the benefit of any person: (a) solicit any person who then is, and who was within six months prior to the termination of Executive's employment, a customer, supplier, salesman, agent or representative of the Company, in any manner which interferes with such person's relationship with the Company, or in an effort to obtain such person as a customer, supplier, salesman, agent or representative of any business in competition with the Company in the operation of nursing homes, assisted living facilities or contract rehabilitation therapy (or with respect to any material business in which the Company is engaged as of the date of Executive's termination or is actually contemplating as of the date of Executive's termination) (the "Subject Business"), which business conducts operations in the Subject Business within fifteen (15) miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business in the Subject Business; (b) solicit the employment of or (solely with respect to employees who are then or were managing directors or officers of the Company) hire (whether as an employee, officer, director, agent, consultant or independent contractor), any person who is, or was at any time during the previous three (3) months, an employee, consultant, officer or director of the Company or any of its subsidiaries and affiliates (except for such employment by the Company or any of its subsidiaries and affiliates); (c) establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent (1%) of the stock of a corporation whose shares are publicly traded) management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any person in any business in competition with the Company in the Subject Business if such person has any office or facility, at any location within fifteen (15) miles of any office or facility owned, leased or operated by the Company or conducts substantial business in the Subject Business in any county, or similar political subdivision in which the Company co...

Competitive Conduct. (a) During a period of one year beginning on the Separation Date (the “Non-Solicitation Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of employment. (b) During a period of three years beginning on the Separation Date (the “Non-Compete Restricted Period”), without prior consent of the Company, Executive will not directly or indirectly: (i) engage in the Business for a Competitor in any geographical area that is within 25 miles of any geographical area where the Restricted Group engages in the Business; (ii) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (iii) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors provided that this Section 1(b) shall cease to apply during any time that The Blackstone Group L.P. and its affiliated investment funds (“Sponsor”) beneficially own less than 25% of the voting power of the Company. (c) Notwithstanding anything to the contrary in this Agreement, during the Non-Compete Restricted Period, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (d) During the Non-Solicit Restricted Pe...

Competitive Conduct. During the Noncompetition Period (as defined below), the Executive shall not, without the prior written consent of the Board, engage in or become associated with a Competitive Activity. For purposes of this Section 4(b): (i) the "Noncompetition Period" means (A) the period during which the Executive is employed by the Company, plus (B) two years following any termination of employment during the Term of this Supplement by the Company for Cause or by the Executive without Good Reason; (ii) a "Competitive Activity" means any business or other endeavor that is engaged in research, development and/or sale of human and/or animal pharmaceutical products, in any county of any state of the United States or any other country; and (iii) the Executive shall be considered to have become "associated with a Competitive Activity" if the Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, the Executive may make and retain investments during the Noncompetition Period which do not constitute a controlling interest of any entity engaged in a Competitive Activity, if such investment is made on a passive basis and the Executive does not act as an employee, officer, director, independent contractor, representative, agent or advisor with respect to such entity and so long as the making or retaining of such investment is not contrary to the best interests of the Company. Enforcement. The Executive acknowledges and agrees that: (i) the purpose of the foregoing covenants is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company and its affiliated companies are engaged and because of the nature of the confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company and its affiliated companies in the event the Executive breached any of the covenants of this Section 4; and (iii) remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 4 would be inadequate. The Executive therefore agrees and consents t...

Competitive Conduct. During the Noncompetition Period (as defined below), the Executive shall not, without the prior written consent of the Board, engage in or become associated with a Competitive Activity. For purposes of this Section 4(b): (i) the "Noncompetition Period" means (A) the period during which the Executive is employed by the Company, plus (B) two years following any termination of employment during the Term of this Supplement by the Company for Cause or by the Executive without Good Reason; (ii) a "Competitive Activity" means any business or other endeavor that is engaged in research, development and/or sale of human and/or animal pharmaceutical products, in any county of any state of the United States or any other country; and (iii) the Executive shall be considered to have become "associated with a Competitive Activity" if the Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, the Executive may make and retain investments during the Noncompetition Period which do not constitute a controlling interest of any entity engaged in a Competitive Activity, if such investment is made on a passive basis and the Executive does not act as an employee, officer, director, independent contractor, representative, agent or advisor with respect to such entity and so long as the making or retaining of such investment is not contrary to the best interests of the Company.

Competitive Conduct. While Executive is employed by the Company and for the two (2) year period beginning on the date of termination of employment, Executive shall not, except with the Company’s express prior written consent, directly or indirectly, in any capacity for the benefit of any person: (a) solicit any person who then is, and who was within six (6) months prior to the termination of Executive’s employment, a customer, supplier, salesman, agent or representative of the Company, in any manner which interferes with such person’s relationship with the Company, or in an effort to obtain such person as a customer, supplier, salesman, agent or representative of any business in competition with the Company which business conducts operations within fifteen (15) miles of any office or facility owned, leased or operated by the Company or in any county, or similar political subdivision, in which the Company conducts substantial business; (b) solicit the employment of any person who is, or was at any time during the three (3) months immediately prior to the termination of Executive’s employment, an employee, consultant, officer or director of the Company (except for such employment by the Company); (c) hire any person (whether as an employee, officer, director, agent, consultant or independent contractor) who is, or was at any time during the three (3) months prior to the termination of Executive’s employment, an officer or managing director of the Company (except for such employment by the Company); (d) establish, engage, own, manage, operate, join or control, or participate in the establishment, ownership (other than as the owner of less than one percent (1%) of the stock of a corporation whose shares are publicly traded) management, operation or control of, or be a director, officer, employee, salesman, agent or representative of, or be a consultant to, any business or any person in any business in competition with the Company if such business or person has any office or facility, at any location within fifteen (15) miles of any office or facility owned, leased or operated by the Company or conducts substantial business in any county, or similar political subdivision in which the Company conducts substantial business. For purposes of Section 9.2, the term “Company” shall include all affiliates and subsidiaries of the Company. (e) Notwithstanding the foregoing, if Executive’s employment is terminated in any manner, other than by the Company with Cause or by the Executive without...

Competitive Conduct. During the Initial Term and the Extended Term and for the two (2) year period following the end of the Initial Term or Extended Term, as applicable, Employee shall not, without the prior written consent of the Company, engage in any activities related to the Business, or otherwise act or conduct himself to the material detriment of the Company, its subsidiaries or affiliates, or in a manner which is inimical or contrary to the interests thereof. This restriction shall apply whether Employee acts directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, member, officer, director, employee or consultant of any person, firm or entity, in any business within the United States or Canada and in each other market where the Company is either (i) materially engaged in the Business, or (ii) is itself restrained by contract (or where by reason of negotiations with customers and potential customers, Employee can reasonably anticipate that the Company will be so restrained) from engaging in activities that compete with its customers; provided, however, that Employee’s ownership of less than two percent (2%) of the outstanding stock of a publicly traded corporation shall not by itself be deemed to constitute such competition. Employee shall not (i) divert to any entity which is engaged in any business conducted by the Company or any of its subsidiaries, any customer of the Company or any of its subsidiaries or any project which the Company or any of its subsidiaries are pursuing, developing or attempting to develop as of Employee’s date of termination or (ii) solicit any officer, employee or consultant of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries. Employee recognizes that the possible restrictions on his activities which may occur as a result of his performance of his obligations under this Section 10(b) are required for the reasonable protection of the Company and its investments.

Competitive Conduct. As used herein, the term "Competitive Conduct" shall mean a collective reference to any of the following activities: a. The engaging in mining or natural resources exploration business or any related business, where the subject minerals or natural resources are located within two hundred miles of the CP, as defined in the Merger Agreement; and b. The holding of a proprietary interest, either directly or indirectly, in any mineral property, concern or business, which is located, or holds property, within two hundred (200) miles of the CP, as defined in the Merger Agreement. The interest held by CBI directors in the mineral claims included in the Merger Agreement that Ireland will continue to lease are excluded from this provision.

Competitive Conduct. Anti-trust Laws Anti-trust laws pertain to dealings with customers, suppliers and competitors, and those involved in this area are expected to be familiar with these laws. Any activity which may be considered in restraint of trade, unfair business practice, price fixing or unfair competitive behavior is in violation of the law and strictly prohibited by the Company. All personnel shall comply fully and in good faith with the anti-trust laws. A copy of the Company’s Anti-Trust Compliance Policy is issued to the sales force and management involved in the sales area. This policy provides general understanding of the anti-trust laws and will assist associates in competing vigorously within the law. If situations arise or there is the slightest doubt about legality of a particular anti-trust sensitive situation, refer the matter to the General Counsel.