Prohibited Actions Sample Clauses
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. 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. LMC and LTVGIA covenant and agree that, from the date hereof until the earlier of the Effective Time or the termination of this Agreement, unless TNCL shall otherwise agree in writing prior to the taking of any action otherwise prohibited by the terms of this Section 6.1:
(a) LTVGIA shall not issue or authorize the issuance of, grant or otherwise create any additional shares of, or any options to acquire any shares of, its Capital Stock or any debt or equity securities convertible into or exchangeable for such Capital Stock, and neither LMC nor LTVGIA shall sell, mortgage, pledge or subject to Lien or Restriction any of the shares of Capital Stock of LTVGIA or any of the Gemstar Shares;
(b) Neither LMC nor LTVGIA shall enter into, accept or otherwise agree to become bound by any negative covenant restricting in any manner the right of such entity to consummate the Merger;
(i) LTVGIA shall not enter into or agree to enter into any agreement, contract or commitment affecting its direct ownership of or its rights to transfer the Gemstar Shares in connection with the Merger, and (ii) LMC shall not enter into or agree to enter into any agreement, contract or commitment affecting its indirect ownership of or any rights to cause the transfer of the Gemstar Shares in connection with the Merger;
(d) LTVGIA shall not conduct any business, other than holding and exercising the rights of a holder of, the Gemstar Shares (subject to the Gemstar Stockholders' Agreement, this Agreement, the letter agreement, dated May 2, 2001, between LMC and TNCL regarding the Gemstar Stockholders' Agreement (the "Gemstar Side Letter"), and matters reasonably incidental thereto) and other than in connection with its performance under the Gemstar Side Letter;
(e) LTVGIA shall not incur or become contingently liable with respect to any Indebtedness, or assume, guarantee or otherwise become responsible for the Indebtedness of any other party or agree to so do; for purposes of this Section 6.1(e), "Indebtedness" shall mean and include (i) indebtedness for borrowed money whether short-term or long-term and whether secured or unsecured, (ii) indebtedness for the deferred purchase price of services or property, (iii) obligations under capitalized leases, (iv) obligations arising under acceptance facilities, (v) all obligations evidenced by bonds, debentures, notes or other similar instruments, (vi) all obligations upon which interest charges are customarily paid, and (vii) renewals, extensions,...
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. 11.1. It is absolutely prohibited for the Client to take any of the following actions in relation to the Platform(s):
a) Use any software, which applies artificial intelligence analysis to the Company’s systems and/or Platform(s).
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).
11.2. Should the Client engage in any trading strategies with the objective of exploiting such misquotation(s) or act in bad faith (commonly known as ‘sniping’), or should the Company determine, their sole discretion, and in good faith, that the Client or any representative of theirs trading on their behalf is taking advantage, benefitting, attempting to take advantage or to benefit of such misquotation(s) or that the Client is committing any other improper or abusive trading act, including without limitation the following:
a) Fraud/illegal actions that led to the transaction;
b) Arbitrage trading, such as “Swap Arbitrage” “Latency Arbitrage” or “Bonus Arbitrage” on Prices offered by the Company’s platforms
c) Scalping trade or placing and closing orders or entering into positions for an arbitrarily short period of time
d) Under no circumstances is the client allowed to use an IP address other than the IP address of their geolocation. Shall the client wish to use a different IP address for any reason, the Company should be notified immediately.
e) Orders placed based on manipulated Prices as a result of system errors or system malfunctions
f) Arbitrage trading on Prices offered by the Company’s platform as a result of systems errors and/or
g) Coordinated transactions by related parties in order to take advantage of systems errors and delays on systems updates.
h) Orders placed on th...
Prohibited Actions. Except as otherwise required or permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller shall not, in connection with the conduct of the Business, without the prior written consent of Buyer:
(a) Incur or guaranty any debt relating to the Business in excess of $50,000 in the aggregate, except accounts payable incurred in the ordinary course of business;
(b) Sell, assign or transfer, or permit the creation of any Lien (except Permitted Liens) on, any of the Purchased Assets, except any such assets sold, assigned or transferred in the ordinary course of business consistent with past practice;
(c) Enter into, amend, renew or terminate any Material Contract or Material Lease relating to the Business, except in the ordinary course of business, provided that if such Material Contract or Material Lease relating to the Business would have resulted or may reasonably be expected to result in the payment or receipt of $100,000 or more during any twelve (12) month period following the effective date thereof Buyer's approval thereof shall be required;
(d) Increase the rate of compensation for any Employee, except for customary merit, bonus, cost-of-living and promotional increases consistent with past practices of Seller in the conduct of the Business, or promote or hire any Employee whose annual base salary is or upon such promotion or hiring would be more than $100,000;
(e) Waive any material right, forgive any material debt or release any claim relating to the Business, except in the ordinary course of business consistent with past practice;
(f) Accelerate or delay the sale of products or services of the Business or the collection of accounts receivable of the Business, except in the ordinary course of business consistent with past practice;
(g) Make any change in accounting methods or principles or cost allocation procedures that materially affects the financial statements of WestComm, except as required by GAAP; or
(h) Agree to take any of the actions described in Sections 4.3.2(a) through 4.3.2(g).