Noncompetition; Nonsolicitation; Nondisparagement Sample Clauses

Noncompetition; Nonsolicitation; Nondisparagement. (a) During Executive’s employment with the Company, Executive shall not, directly or indirectly, render services of a business, professional or commercial nature to any other person or entity that competes with the Company’s business, whether for compensation or otherwise, or engage in any business activities competitive with the Company’s business, whether alone, as an Executive, as a partner, or as a shareholder (other than as the holder of not more than one percent of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity of any other entity. Notwithstanding the foregoing, the expenditure of reasonable amounts of time as a member of other companies’ Board of Directors shall not be deemed a breach of this if those activities do not materially interfere with the services required under this Agreement. (b) For a period of one (1) year after termination of Executive’s employment for any reason, Executive will not recruit solicit or induce, or attempt to induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; provided, however, that this provision shall not apply in the event a Termination on CIC. (c) During Executive’s employment with the Company and at all times thereafter, Executive shall not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company or any of its divisions, affiliates, subsidiaries or other related entities, or their respective directors, officers, employees, agents, successors and assigns (collectively, “Company-Related Parties”), including, but not limited to, any statements that disparage any person, product, service, finances, financial condition, capability or any other aspect of the business of any Company-Related Party, and that Executive will not engage in any conduct which could reasonably be expected to harm professionally or personally the reputation of any Company-Related Party.

Noncompetition; Nonsolicitation; Nondisparagement. The following provisions shall apply: (i) During the Executive’s employment and during the eighteen (18) month period immediately following termination of Executive’s employment (unless such termination follows a Change in Control, in which case this Section 5(a)(i) and Section 5 (a)(ii) shall not apply), without the prior written consent of the Company: (A) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) (a “Competitive Activity”) during the Executive’s employment; (B) the Executive shall not divert or attempt to divert any business away from the Company or a Related Company; (C) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (D) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (A), (B) and (C). (ii) In furtherance of Section 5(a)(i), the Executive shall promptly notify the Company through the Company’s Chairman of the Board, Chief Executive Officer, General Counsel and Chief Human Resources Officer in advance in writing (which shall include a description of the proposed activity) of his intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Company’s Chairman of the Board and Chief Executive Officer, or General Counsel shall respond to the Executive in writing within thirty (30) calendar days indicating the Company’s approval or objections to the Executive’s engagement in the activity; provided, however, that if the Company’s Chairman of the Board and Chief Executive Officer, or General Counsel does not respond to or request additional information from the Executive within such thirty (30) day period, the Company’s approval shall be deemed to be granted. Nothing in this Agreement shall be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Exec...

Noncompetition; Nonsolicitation; Nondisparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (b) During Executive’s Employment with the Company or its Affiliates (the “Employment Term”) and for the 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. (i) During the Restricted Period, Executive will not directly or indirectly: (A) engage in the Business anywhere in the United States, or in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the Business, including, for the avoidance of doubt, by entering into the employment of or rending any services to a Core Competitor, except where such employment or services do not relate in any manner to the Business; (B) acquire a financial interest in, or otherwise become actively involved with, any Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (C) 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. (ii) Notwithstanding anything to the contrary in this Appendix A, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Core Competitor) which 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. (iii) During the Employment Term and the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in...

Noncompetition; Nonsolicitation; Nondisparagement. Executive agrees to adhere to the noncompetition, nonsolictiation, and the nondisparagement restrictions set forth in Appendix A of the Termination Agreement.

Noncompetition; Nonsolicitation; Nondisparagement. Employee agrees to adhere to the noncompetition, nonsolictiation, and the nondisparagement restrictions set forth in the Employment Agreement.

Noncompetition; Nonsolicitation; Nondisparagement. A. Executive acknowledges that the nature of the Company’s business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor the Company during the twelve (12) months following the termination of Executive’s employment, would cause substantial and irreparable harm to the Company. Thus, to protect the Company’s goodwill, trade secrets and confidential information, Executive agrees and acknowledges that Executive will not directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participation in the financing, operation, management or control of, any person, firm corporation or business that competes with Company or is a customer of the Company. For this purpose, ownership of no more than one­half of one percent (.5%) of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision. B. For a period of twelve (12) months following Executive’s separation from the Company, Executive shall not solicit any employee, customer, supplier or consultant of the Company to engage in any business activity with or at the behest of Executive. C. The Company and Executive agree not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the other party (including, its employees, directors and officers). Both the Company and the Executive acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors, or industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients. The Company and the Executive each understand and agree that this paragraph is a material provision of this Agreement and that each breach of this paragraph shall be a material breach of this Agreement, and that each party would be irreparably harmed by violation of this provision.

Noncompetition; Nonsolicitation; Nondisparagement. In addition to the provisions of Section 8.1: (i) For the period (the "Noncompetition Period") commencing on the date hereof and continuing through the first anniversary of date of termination of the Executive's employment hereunder, the Executive will not serve as or be a consultant to or employee, officer, agent, director or owner of more than five percent of another corporation, partnership or other entity which engages in the business of providing mechanical multi-story recycling (the "Business") and which operates (excluding corporate offices) within any state in which the Company conducts business; PROVIDED, HOWEVER, that in the event that the Executive's employment with the Company is terminated without cause BY THE COMPANY pursuant to Section 3.2 hereof, the Noncompetition Period shall continue only through the date of termination of the Executive's employment. (ii) For the period (the "Nonsolicitation Period") commencing on the date on which the Executive's employment with the Company is terminated or ceases for any reason other than without cause BY THE COMPANY pursuant to Section 3.2 hereof (the "Consummation Date") and ending on the first anniversary of the Consummation Date, the Executive shall not solicit or accept business competitive with the Business from any clients of the Company or its affiliates, from any prospective clients whose business the Company or any affiliate of the Company is in the process of soliciting at the time the Executive's employment with the Company terminated or ceased, or from any former clients which had been doing business with the Company within one (1) year prior to the time the Executive's employment with the Company terminated or ceased.

Noncompetition; Nonsolicitation; Nondisparagement. (a) During the Restricted Period (as defined below) the Executive will not, without the Company’s prior written consent, directly or indirectly, for the Executive’s own account or for or on behalf of any other person or entity, whether an officer, director, employee, partner, consultant or otherwise, engage or participate in, directly or indirectly, alone or as principal, agent, employee, employer, consultant, investor or partner of, or assist in the management of, or provide advisory or other services to, or own any stock or any other ownership interest in, or make any financial investment in, any business or entity which is Competitive with the Company (as defined below). For purposes of this Agreement: (i) The term “Restricted Period” means the period during which the Executive is employed by the Company and if the Date of Termination occurs (x) prior to December 31, 2012 as the result of termination by the Company other than for Cause or termination by the Executive for Good Reason, or (y) as the result of the expiration of the Agreement Term on December 31, 2012, the period ending on December 31, 2014. In other cases, the term Restricted Period means the period during which the Executive is employed by the Company and ending on the first anniversary of the Date of Termination.

Noncompetition; Nonsolicitation; Nondisparagement. In consideration of the benefits to be received by Executive hereunder, Executive agrees that he will not, at any time during the one (1) year period following the Separation Date, without the explicit written consent of the Company (i) directly or indirectly, whether as an officer, director, owner, investor, employee, consultant, partner, affiliate or other participant, engage in either (A) the acute care hospital business (either as an existing or start-up business) within a non-urban service area located in the continental United States, (B) the business of developing and/or operating surgery centers or diagnostic/imaging centers within a twenty (20) mile radius of any location where the Company or any of its subsidiaries or affiliates, as of July 1, 2006, (x) owns, leases, manages or otherwise maintains an operating facility, or (y) engages in any business, or (C) any business involved primarily in the physician recruitment business that may, as part of its operation, be engaged in the recruitment of physicians away from hospitals owned or operated by the Company or any of its subsidiaries or affiliates (any of such businesses or activities described in (A), (B) and (C) being hereinafter called a "Competing Business"), or (ii) intentionally assist others, in any material way, in engaging in any Competing Business in the manner described in the foregoing clause (i); provided, however, (a) Executive may own stock in any publicly held company listed on a national securities exchange or whose stock is regularly traded in the over the counter market as long as such holding at no time exceeds five percent (5%) of the total outstanding stock of such company: (b) Executive may own passive interests in a fund that invests in a company conducting business in the health care industry so long as such holding at no time exceeds a direct five percent (5%) of the interests of the fund or an indirect five percent (5%) of the interests of such company, in each case of (a) and (b), so long as Executive is not an officer, director, owner, investor, employee, consultant, partner, affiliate or otherwise a participant in, or associated with, (other than as a result of ownership in such publicly held company, fund or portfolio company, as permitted above) such fund or company: and (c) Executive may be employed by or retained as a consultant to a company engaged in the acute care hospital business primarily in urban areas that may also engage to a limited extent in Competing ...

Noncompetition; Nonsolicitation; Nondisparagement. (a) During Executive’s employment with the Company, Executive shall not, directly or indirectly, render services of a business, professional or commercial nature to any other person or entity that competes with the Company’s business, whether for compensation or otherwise, or engage in any business activities competitive with the Company’s business, whether alone, as an Executive, as a partner, or as a shareholder (other than: (i) any equity of DJO Global, Inc. (or its successor) owned by the Executive; or (ii) as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity of any other entity. Notwithstanding the foregoing, the expenditure of reasonable amounts of time as a member of the board of directors of DJO Global, Inc. (or its successor) shall not be deemed a breach of this Section 6.1(a). (b) During Executive’s employment with the Company, and for a period of one year following the termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company: (i) either individually or on behalf of or through any third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any employee, agent, consultant or contractor of the Company or any of its affiliates (the “Company Group”) to leave the service of the Company Group for any reason; or (ii) either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the business relationship between the Company Group and any vendor, supplier, surgeon or hospital with which the Company has interacted during the term of Executive’s employment with the Company. (c) During Executive’s employment with the Company and at all times thereafter, Executive shall not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company or any of its divisions, affiliates, subsidiaries or other related entities, or their respective directors, officers, employees, agents, successors and assigns (collectively, “Company-Related Parties”), including, but not limited to, any statements that disparage any person, product, service, finances, financial condition, capability or any other aspect of the business of any Company-R...