Prohibited Actions. The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Charter.
Prohibited Actions. The Administrator will not be obligated to, and will not (i) make any payments to the Noteholders under the Transaction Documents, (ii) sell the Collateral under Section 5.6 of the Indenture or (iii) take any other action that the Owner Trustee or the Indenture Trustee directs the Administrator not to take on its behalf or that would result in a breach by the Issuer under a Transaction Document.
Prohibited Actions. 9.1. It is absolutely prohibited for the Client to take any of the following actions in relation to the Company’s systems and/or Platform(s) and/or Client Account:
(a) Use, without the prior and written consent of the Company, of any software, which applies artificial intelligence analysis to the Company’s systems and/or Platform(s) and/or Client Account.
(b) Intercept, monitor, damage or modify any communication which is not intended for him.
(c) Use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Platform(s) or the communication system or any system of the Company.
(d) Send any unsolicited commercial communication not permitted under applicable law or Applicable Regulations.
(e) Do anything that will or may violate the integrity of the Company computer system or Platform(s) or cause such system(s) to malfunction or stop their operation.
(f) Unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any security measures that the Company has applied to the Platform(s).
(g) Any action that could potentially allow the irregular or unauthorized access or use of the Platform(s).
9.2. Should the Company reasonably suspect that the Client has violated the terms of paragraph (10.1) of this Client Agreement, this shall be deemed as an Event of Default (as per Paragraph (13.1) and the Company shall be entitled to take one or more of the counter measures of paragraph (13.2) of this Client Agreement.
Prohibited Actions. The Company shall not, and shall not permit any ERISA Affiliate to:
(i) engage in any “prohibited transaction” (as such term is defined in section 406 of ERISA or section 4975 of the IRC) or “reportable event” (as such term is defined in section 4043 of ERISA) that would result in the imposition of a material tax or penalty;
(ii) incur with respect to any Pension Plan any “accumulated funding deficiency” (as such term is defined in section 302 of ERISA), whether or not waived;
(iii) terminate any Pension Plan in a manner that could result in
(A) the imposition of a Lien on the Property of the Company or any Subsidiary pursuant to section 4068 of ERISA or
(B) the creation of any liability under section 4062 of ERISA;
(iv) fail to make any payment required by section 515 of ERISA; or
(v) be an “employer” (as such term is defined in section 3 of ERISA) required to contribute to any Multiemployer Plan or a “substantial employer” (as such term is defined in section 4001 of ERISA) required to contribute to any Multiple Employer Pension Plan if, at such time, it could reasonably be expected that the Company or any Subsidiary will incur withdrawal liability in respect of such Multiemployer Plan and such liability, if incurred, together with the aggregate amount of all other withdrawal liability as to which there is a reasonable expectation of incurrence by the Company or any Subsidiary under any one or more Multiemployer Plans, could reasonably be expected to have a Material Adverse Effect.
Prohibited Actions. Between the date of this Agreement and the Closing Date, in its conduct of the Business, Seller shall not, except as otherwise agreed by Purchaser in writing:
Prohibited Actions. So long as any Warrants are outstanding, the Company will not avoid or seek to avoid the observance or performance of any of the terms of this Agreement or the Warrants or impair the ability of the Holder(s) to realize the full intended economic value thereof, but will at all times in good faith assist in the carrying out of all such terms, and of the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder(s) of the Warrants against dilution or other impairment.
Prohibited Actions. Each member of the HMTF Group hereby agrees that, prior to the termination of this Stockholders Agreement, such member of the HMTF Group will not, directly or indirectly, solicit, request, advise, or encourage others to take any of the following actions (collectively, the "Prohibited Actions"):
(a) form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates of HMTF/Omni with respect to the Common Stock owned on the date hereof or pursuant to this Stockholders Agreement;
(b) solicit proxies or written consents of stockholders with respect to Voting Securities under any circumstances, or make any "solicitation" of any "proxy" to vote any Voting Securities, or become a "participant" in any election contest with respect to the Company (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek to advise or influence any Person with respect to the voting of any Voting Securities;
(c) seek to call, or to request the call of, a special meeting of the stockholders of the Company or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with the purpose or intent of affecting control of the Company;
(d) commence, or announce any intention to commence, any tender offer for any Voting Securities;
(e) publicly make a proposal or bid with respect to, or announce publicly any intention or desire to make any proposal or bid with respect to, (i) the acquisition of all or substantially all of the assets of the Company or of the assets or stock of any of its Subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, liquidation or other extraordinary transaction involving the Company or any of its Subsidiaries;
(f) act to seek control of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation of this Section 8...
Prohibited Actions. (a) Other than as set forth in Section 8.1, Purchaser shall not take, and shall cause its Affiliates (including the Acquired Companies) not to take, any action outside the ordinary course of business after the Closing on the Closing Date (or pursuant to a plan in existence on the Closing Date) that would reasonably be expected to (i) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (A) that would be taken into account in determining the Final Purchase Price or (B) for which Seller would otherwise be responsible pursuant to Section 8.2 or (ii) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2.
(b) Without limiting the generality of Section 8.7(a), other than as set forth in Section 8.1, following the Closing Date, neither Purchaser nor any of its Affiliates (including the Acquired Companies) shall (i) make any election with respect to any Acquired Company or change any method of Tax accounting or any Tax accounting period of any Acquired Company, which election or change would be effective on or prior to the Closing Date, (ii) amend any previously filed Tax Returns of the Acquired Companies for a Pre-Closing Tax Period, (iii) file Tax Returns of the Acquired Companies for a Pre-Closing Tax Period in a manner inconsistent with past practice (except as otherwise provided under Section 8.2) or in a jurisdiction where the relevant Acquired Company has not historically filed Tax Returns, (iv) settle or compromise any Tax audit or similar proceeding with respect to the Acquired Companies for any Pre-Closing Tax Period, (v) initiate discussions or examinations with Tax Authorities regarding Taxes of the Acquired Companies with respect to any Pre-Closing Tax Period or (vi) make any voluntary disclosures with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods, in each case, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to (A) increase any Tax liability of Seller or any of its Affiliates (other than the Acquired Companies) or of any Acquired Company (I) that would be taken into account in determining the Final Purchase Price or (II) for which Seller would otherwise be responsible pursuant to Section 8.2 or (B) result in a payment obligation to a Purchaser Indemnified Party pursuant to Section 12.2.
Prohibited Actions. 14.1 Opera shall not, and shall not knowingly allow any third party to (and shall require that Third Party Distributors do not, and do not knowingly allow any third party to):
(a) modify, obscure or prevent the display of all, or any part of, any Results;
(b) edit, filter, truncate, append terms to or otherwise modify any search query entered into a Search Access Point;
(c) implement any click tracking or other monitoring of Results;
(d) display any Results in pop-ups, pop-unders, exit windows, expanding buttons, animation or other similar methods;
(e) interfere with the display of or frame any Search Results Page or any page accessed by clicking on any Results;
(f) (without prejudice to the generality of clause 14.1(e) above) edit, modify, truncate, filter or change the order of the information contained on any Search Results Page, including but not limited to commingling any Search Results and/or Ads with search and/or advertising results provided by a third party;
(g) (without prejudice to the generality of clause 14.1(e) above) minimise, remove or otherwise inhibit the full and complete display of any Search Results Page (including any Search Results and/or Ads) and/or the corresponding Destination Pages;
(h) display any content between any Results and the corresponding Destination Page or place any interstitial content immediately before any Search Results Page;
(i) save to the extent permitted pursuant to clause 13.6 of this Agreement above, enter into any type of co-branding, white labelling, syndication or subsyndication arrangement with any third party in connection with any Google Product, any Results or Ad Revenue (including any arrangement under which a third party pays to or receives from Opera any fees, revenue share or other amounts in return for the display of Results and/or access to Google Products);
(j) transfer, sell, lease, lend or use for timesharing, service bureau or other unauthorised purposes, the Google Products or access thereto (including, but not limited to Search Results and/or Ads, or any part, copy or derivative thereof);
(k) directly or indirectly, (i) offer incentives to End Users or any other persons to generate Search Queries or clicks on Results, (ii) fraudulently (or through any automated, deceptive or other invalid means, including, but not limited to, click spam, robots, macro programs, and Internet agents) generate Search Queries or clicks on Results or (iii) modify Search Queries or clicks on Results;
(l) “crawl”,...
Prohibited Actions. 33.1. The Client hereby acknowledges, understands, accepts, and agrees herewith that it is absolutely prohibited for the Client to take any of the following actions in relation to the Company’s systems and/or Platform(s) and/or Client Account:
33.1.1. use, without the prior and written consent of the Company, of any software/system (e.g., Expert Advisor(s) and/or any automated data entry system), and of any software/system, which applies artificial intelligence analysis to the to the Company’s systems and /or Platform(s) and/or Client Account; and/or
33.1.2. intercept, monitor, damage or modify any communication which is not intended for the Client; and/or
33.1.3. use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage, or disassemble the Platform(s) or the communication system or any system of the Company; and/or
33.1.4. send any unsolicited commercial communication not permitted under applicable Law or Applicable Regulations; and/or
33.1.5. and/or do anything that will or may violate the integrity of the Company’s computer system or Platform(s) or cause such system(s) to malfunction or stop their operation; and/or
33.1.6. unlawfully access or attempt to gain access, reverse engineer, or otherwise circumvent any security measures that the Company has applied to the Platform(s); and/or
33.1.7. perform any action that could potentially allow the irregular or unauthorised access or use of the Platform(s); and/or
33.1.8. send massive requests on the server which may cause delays in the execution time, as Abusive Trading; and/or
33.1.9. use of a Virtual Private Network (VPN) during the registration process and throughout the trading activity. IP must reflect the registered and current residential country when creating and operating an account with NAGA.
33.2. Should the Company reasonably suspect that the Client has violated the terms of Clause 35 of this Agreement, the Company is entitled to take one or more of the counter measures contained herein in the Agreement.
