Member’s Representation. The Member acknowledges and agrees that the restrictions of this Section 7 are necessary and vital to protect the legitimate business interests of the Company and its affiliates, are fair and reasonable in all respects, and are not overbroad or unduly burdensome to him.
Member’s Representation. Subject to the next sentence of this Section 2.1(b), PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected all individuals designated by the SCG Holders’ Representative that, if elected, will result in the SCG Holders’ Representative having a number of Member Directors serving on the Board as shown below: Equity Securities of PubCo Beneficially Owned by the SCG Holders Representing the Percentage Voting Power Entitled to Vote in the Election of Directors Number of Member Directors 50% or greater 5 40% to less than 50% 4 30% to less than 40% 3 20% to less than 30% 2 5% to less than 20% 1 Less than 5% 0 For so long as the Board is divided into three classes, PubCo agrees to take all Necessary Action to apportion the Member Directors among such classes so as to maintain the proportion of the non-Member Directors in each class as nearly as possible to the relative apportionment of the Member Directors among the classes as contemplated in Section 2.1(a).
Member’s Representation. The Member acknowledges and agrees that the restrictions of this Section 7 are necessary and vital to protect the legitimate business interests of the Company and its Affiliates, are fair and reasonable in all respects, and are not overbroad or unduly burdensome to him or her. If a court determines that this Agreement or any covenant contained herein is unreasonable, void or unenforceable, for any reason whatsoever, then in such event the parties hereto agree that the duration, geographical or other limitation imposed herein should be such as the court determines to be fair and reasonable; it being the intent of each of the parties hereto be subject to an agreement that is necessary for the protection of the legitimate interest of the Company and/or Company Affiliate and its successors or assigns and that is not unduly harsh in curtailing the legitimate rights of the Member.
Member’s Representation. Member warrants and represents that he or she is in good physical condition and has no impairment or ailment that would reasonably prevent Member from engaging in physical exercise or use of the Fitness Center’s equipment, activities, and resources.
Member’s Representation. Member warrants, represents and agrees that he or she is in good physical condition and has no disability, impairment or ailment preventing him or her from engaging in active or passive exercise or activity that will be detrimental to his or her health, safety, comfort or physical condition if he or she does so engage or participate at the Fitness Center. Member shall consult a physician with respect to his or her exercise program before using any of the Fitness Center equipment and obtain permission from the treating physician authorizing member to engage in exercise activity. Member acknowledges that Manager, Owner and/or Owner Related Parties have not given you medical advice relating to your physical condition and ability to use the Fitness Center. Member agrees that he or she will not use the Fitness Center with any open cuts, abrasions, open sores, infections or the like, and that Member shall comply with local public health requirements. Manager and/or Owner may, at its sole discretion, deny access to the Fitness Center.
Member’s Representation. 22 5. Conduct of Businesses Pending the Merger..........................22
