Disqualifying Conduct Sample Clauses

Disqualifying Conduct. If during the Severance Pay Period, you (i) engage in any activity which is inimical to the best interests of the Company; (ii) disparage the Company, its business, employees or directors; (iii) fail to comply with any Company Covenant Against Disclosure and Assignment of Rights to Intellectual Property; (iv) without the Company’s prior written consent, induce any employee of the Company to leave his or her Company employment; (v) without the Company’s prior written consent, engage in, become affiliated with, or become employed by any business competitive with the Company; or (vi) fail to comply with applicable provisions of the Company’s Code of Conduct or applicable Company Corporate Policies or any applicable Company Subsidiary Code or policies, then the Company will have no further obligation to provide Severance Pay.
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Disqualifying Conduct. In the event you engage in Disqualifying Conduct (as defined in the Plan) during your employment or other service for the Company or within two years after your termination of employment or service, then your award, whether vested or unvested, shall be forfeited.
Sample 1Sample 2
Disqualifying Conduct. If during the period Employee is receiving Severance Pay, the Employee, in any material way, (i) breaches the terms of this Agreement, including the Non-Compete provisions of this Agreement; (ii) fails to comply with any Company Letter of Understanding and Assignment of Rights to Intellectual Property or improperly utilizes the Company’s confidential or proprietary information; (iii) without the Company’s prior written consent, induces any employee of the Company to leave the Company employment; or (iv) fails to comply with applicable provisions of the Exelis Inc. Code of Corporate Conduct or applicable Company policies, and fails to take steps to cure or redress any such breach after notice from the Company, then the Company will have no further obligation to provide Severance Pay or make any payments described in Paragraph 1.
Sample 1
Disqualifying Conduct. Neither Licensee nor any Affiliated Person of Licensee is ineligible to serve as an employee, officer, director, member of an advisory board, investment adviser, depositor or principal underwriter of any investment company registered under the Investment Company Act by reason of any conviction of a felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, or by reason of any order, judgment or decree of any court of competent jurisdiction, described in Section 9(a)(2) of the Investment Company Act, and is not subject to any order issued by the Commission under Section 9(b) of the Investment Company Act. Neither Licensee nor any "associated person" (as defined in the Investment Advisers Act) of Licensee that is registered as an investment adviser is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or an associated person thereof. To the best of Licensee's knowledge, no facts exist with respect to Licensee, or any Affiliated Person or associated person of Licensee, which would form a basis for any such disqualification or ineligibility.
Sample 1
Disqualifying Conduct. If Mr. Xxxxx, xx any material way: (i) breaches the terms of this Agreement; (ii) fails to comply with V2X’s Company Covenant Against Disclosure and Assignment of Rights to Intellectual Property executed by Mr. Xxxxx xx improperly utilizes V2X’s confidential or proprietary information or breaches paragraph 8 of this Agreement; (iii) fails to comply with applicable provisions of the V2X Code of Corporate Conduct or applicable policies; (iv) breaches any provision of the applicable Award Agreements referred to in paragraph 1, above; or (v) engages in fraud, misfeasance or malfeasance, as determined in the sole discretion of V2X (collectively, “Disqualifying Conduct”), then the PSUs identified in paragraph 1.a.v shall be immediately forfeited. Because of certain language in the OWBPA and associated regulations, and even though Mr. Xxxxx xx releasing claims under the ADEA and the OWBPA, this forfeiture does not apply to any challenge Mr. Xxxxx xxx make to the knowing and voluntary nature of this Agreement under the ADEA and the OWBPA. Moreover, V2X will have no further obligation to make any other payments or benefits described in this Agreement, other than those to which Mr. Xxxxx xxx be entitled. And, in the event that V2X has to file suit or take other action to recover any such payment, Mr. Xxxxx xxxl also be liable to V2X for the legal fees incurred by V2X.
Sample 1
Disqualifying Conduct. If during the period Employee is receiving Severance Pay, the Employee, in any material way: (i) breaches the terms of this Agreement, including Exhibit B; (ii) fails to comply with any Company Covenant Against Disclosure and Assignment of Rights to Intellectual Property executed by Employee (incorporated herein by reference) or improperly utilizes the Company's confidential or proprietary information; (iii) without the Company's prior written consent, induces any employee of the Company to leave the Company employment; or (iv) fails to comply with applicable provisions of the Vectrus, Inc. Code of Conduct or applicable Company policies (collectively, “Disqualifying Conduct”), then the Company will have no further obligation to provide Severance Pay or make any payments described in Paragraph 1(B), except for payment for accrued, unused PTO pursuant to Paragraph 1(F). Additionally, if Employee engages in Disqualifying Conduct, Employee agrees that he/she will, upon demand, return the severance pay described in Paragraph 1(B). Additionally, in the event that Company has to file suit or take other action to recover this payment, Employee will also be liable to Company for the legal fees incurred by Company.
Sample 1
Disqualifying Conduct. If during the period you are receiving Salary Continuation, you (i) engage in any activity which is inimical to the best interests of Hartford; (ii) disparage Hartford; (iii) fail to comply with any Hartford Covenant Against Disclosure and Assignment of Rights to Intellectual Property Agreement; (iv) without Hartford's prior consent, induce any employees of Hartford
Sample 1
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Disqualifying Conduct. If Xx. Xxxxx, in any material way: (i) breaches the terms of this Agreement; (ii) fails to comply with V2X's Company Covenant Against Disclosure and Assignment of Rights to Intellectual Property executed by Xx. Xxxxx or improperly utilizes V2X's confidential or proprietary information or breaches paragraph 8 of this Agreement; (iii) fails to comply with applicable provisions of the V2X Code of Corporate Conduct or applicable policies;
Sample 1
Disqualifying Conduct. If during the period you are receiving Salary Continuation, you (i) engage in any activity which is inimical to the best interests of Industries; (ii) disparage Industries; (iii) fail to comply with any Industries' Covenant Against Disclosure and Assignment of Rights to Intellectual Property; (iv) without Industries' prior consent, induce any employees of Industries to leave employment; (v) without Industries' prior consent, engage in, become affiliated with, or become employed by any business competitive with Industries; or (vi) fail to comply with applicable provisions of the Industries' Code of Conduct or applicable Industries' Corporate Policies or any applicable Industries' Subsidiary Code or policies, then Industries will have no further obligation to provide salary continuation. Also, for a one year period after salary continuation is no longer provided under this Agreement you will not, without Industries' prior consent, induce any employees of Industries to leave employment.
Sample 1

Related to Disqualifying Conduct

  • Detrimental Conduct You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in Detrimental Conduct.

  • Business Conduct Merger Sub was incorporated on November 5, 2020. Since its inception, Merger Sub has not engaged in any activity, other than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement and the Transactions. Merger Sub has no operations, has not generated any revenues and has no assets or liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.

  • Specified Employee Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.

  • Detrimental Activity The Committee in its sole discretion may cancel and cause to be forfeited any RSUs not previously vested or released under this Agreement if you engage in any "Detrimental Activity” (as defined below). In addition, if you engage in any Detrimental Activity prior to or within one (1) year after your Termination of Service, the Committee in its sole discretion may require you to pay to the Company the amount of all gain you realized from any vesting of the RSUs beginning six (6) months prior to your Termination of Service, provided that the Committee gives you notice of such requirement within one (1) year after your Termination of Service. In that event, the Company will be entitled to set off such amount against any amount the Company owes to you, in addition to any other rights the Company may have. For purposes of this section:

  • Specified Employees Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation from service occurs shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

  • Prohibited Conduct In providing the services described in this agreement, the Sub-Advisor will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Principal Life Insurance Company regarding transactions for the Fund in securities or other assets.

  • Specified Employee Delay If the Associate is a “specified employee” within the meaning of Code Section 409A, any benefits or payments (including installments and insurance premiums and contributions) which (a) constitute a “deferral of compensation” under Code Section 409A, (b) become payable as a result of the Associate’s termination of employment for reasons other than death, and (c) become due under this Agreement during the first six (6) months (or such longer period as required by Code Section 409A) after termination of employment shall be delayed and all such delayed payments (or delayed installments, premiums or contributions) shall be paid to the Associate in full in the seventh (7th) month after the date of termination and all subsequent payments (or installments) shall be paid in accordance with their original payment schedule. To the extent that any insurance premiums or other benefit contributions constituting a “deferral of compensation” become subject to the above delay, the Associate shall be responsible for paying such amounts directly to the insurer or other third party and shall receive reimbursement from Company for such amounts in the seventh (7th) month as described above. This paragraph shall not apply to payments made as a result of a termination of employment that is the result of the Associate’s death.

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