Prohibited Matters. Without limiting Landlord’s right to withhold its consent to any transfer by Tenant, and regardless of whether Landlord shall have consented to any such transfer, neither Tenant nor any other person having an interest in the possession, use or occupancy of the Premises or any part thereof shall enter into any lease, sublease, license, concession, assignment or other transfer or agreement for possession, use or occupancy of all or any portion of the Premises which provides for rent or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person or entity from the space so leased, used or occupied, and any such purported lease, sublease, license, concession, assignment or other transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use or occupancy of all or any part of the Premises.
Prohibited Matters. Members are prohibited from doing the following acts in or near the gym facility.
1. To abuse or slander other members, staff or this gym.
2. Violent acts such as hitting members or staffs, pushing the bodies, and putting restraints on.
3. Intimidating acts such as making loud or strange voices, or blocking the way other people or staffs go.
4. Dangerous actions that other people and staff feel fear, such as throwing, breaking, and hitting objects.
5. Acts like damaging the facilities, machines and equipment of this gym, rough handling of equipment, and taking out equipment.
6. Acts such as ambushing, following behind, or talking to other members or staffs for no reason.
7. The use beyond the time and quantity restricted by this gym. (Equipment, lockers, showers, towels, etc.)
8. Acts that violate laws, public policies and morals, such as molesting, peeping, exposing, and spitting.
9. Bringing dangerous articles such as knives into this gym.
10. Using of the gym facilities when staff determines that the member is drunk.
11. Bringing an amount of money and expensive articles into this gym.
12. The act of monopolizing the gym facilities and equipment more than necessary.
13. Acts that filming and recording in the facility without the permission of this gym and other members.
14. Inviting non-members to use this gym through the certification.
15. Hang out, take a nap, or sleep in this gym.
16. Smoke in this gym.
17. Enter the residential area of the apartment where this gym is located.
18. Training with reckless weight or method.
19. Illegal acts other than the above individual notation.
20. Any other acts that this gym considers as inappropriate.
Prohibited Matters. From and after the date hereof, Holding Company shall not, without the consent of the holders of the majority of the then outstanding Preferred Shares:
1] Effect any transaction that results in a change of control of the Holding Company; [2] Materially change the nature of the Holding Company's business; [3] Effect a liquidation, dissolution, merger or sale of the Holding Company or sell substantially all of its assets; [4] Amend its articles of incorporation or bylaws; [5] Redeem or pay any dividend or distribution on its common stock;
Prohibited Matters. The Lessee is prohibited from doing the following acts; provided, however, that this shall not apply to Items (1) through (4) if the Lessee has obtained the Lessor’s written approval in advance:
(1) to assign, establish security interest on or otherwise dispose of the leasehold right to the Leased Room, claim related to security deposit or any and all other rights hereunder, for a third party;
(2) to have all the rights hereunder comprehensively succeeded to by a party other than the Lessee, whether by way of business assignment, merger, company split or otherwise, or to approve assignment of the Lessee’s stock by its major shareholder (only those which gives rise to a change of control over the Lessee);
(3) to sublease all or part of the Leased Room to a third party or make it available to a third party’s use;
(4) to allow a third party to live in the Leased Room or to present a name of resident other than the Lessee;
(5) to use or allow to use the Building as domicile or office of a member of an organized crime group (boryokudan) or a group which collectively or repeatedly encourage illegal act (hereinafter referred to as “Organized Crime Group and Other Illegal Group”);
(6) to sleep or lodge in the Leased Room;
(7) to do an act that would trouble other lessees or any other act that would damage the building in which the Leased Room is located;
(8) to bring or store dangerous articles that would trigger a fire or explosion into the Leased Room;
(9) to do any act that is in breach of the Fire Service Act or other applicable laws and regulations;
(10) to do any act that is in breach of the management rules separately set forth by the Lessor or other act that is separately prohibited by the Lessor; or
(11) to do any other act that would damage the trust relationship with the Lessor.
Prohibited Matters. The following are prohibited at the I-House.
(1) Bringing dogs (except for dogs recognized by the Law Concerning Assistance Dogs for the Disabled), cats, birds and any other animals or pets
(2) Bringing explosive or flammable articles
(3) Bringing articles with offensive odors
(4) Actions contrary to law and public order, and behavior causing any inconvenience to other users.
(5) Transportation of articles of the I-House
(6) Using the venue for purposes other than those agreed at the time of reservation
(7) Behavior prohibited by the laws and regulations of Japan
Prohibited Matters. From and after the date hereof, Company shall not, without the consent of the holders of the majority of the then outstanding Series A Preferred Stock and Series B Preferred Stock voting together as a single class: [a] Effect any transaction that results in a change of control of the Company; [b] Materially change the nature of the Company's business; [c] Effect a liquidation, dissolution, merger or sale of the Company or sell substantially all of its assets; [d] Amend its certificate of incorporation or bylaws; [e] Redeem or pay any dividend or distribution on its common stock;
Prohibited Matters. When using the Reservation App, the Member shall not perform any act listed below. Upon discovery of such prohibited matters performed by the Member, the Company may suspend the use of the Service by such Member without giving any notice. In cases where any damage occurs to the Company or a third party due to such misconduct, such Member shall be liable for the damages.
(1) To use it for the purpose of commerce/profit, etc. exceeding the scope of personal use;
(2) To perform any act to disturb or interfere with the operation of the Service;
(3) To use the Service by using the Membership ID of a third party;
(4) To perform any act that infringes upon or is likely to infringe upon any rights such as copyright of the Company or a third party;
(5) To perform any act that breaches or is likely to breach terms and conditions, public policy or the Agreement, etc.;
(6) To reproduce or alter all or part of the Reservation App or perform reverse engineering, decompilation, disassembly or any other act of analysis related to the Reservation App;
(7) To sell, lease, reproduce or transmit the Reservation App or grant a license to use the Reservation App without the prior approval of the Company; and
(8) To offer illegal profits to antisocial forces, etc.
(9) Otherwise perform any act that the Company consider as inappropriate.
Prohibited Matters. Without limiting Landlord’s right to withhold its consent to any Transfer by Tenant, unless Landlord shall have consented to any Transfer, neither Tenant nor any other person having an interest in the possession, use or occupancy of the Premises or any part thereof shall enter into any lease, sublease, license, concession, assignment or other transfer or agreement for possession, use or occupancy of all or any portion of the Premises which provides for rent or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person or entity from the space so leased, used or occupied, and any such purported lease, sublease, license, concession, assignment or other transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use or occupancy of all or any part of the Premises.
Prohibited Matters. [1] From and after the date hereof, Company shall not, without the consent of the holders of a majority of each class or series of the then outstanding Preferred Stock voting as a separate class or series (with each share having one vote):
(a) Effect a liquidation or dissolution or winding up of business or a substantial change in the nature of Company's business;
(b) Amend the Amended Certificate or the Bylaws, except for an amendment to the Amended Certificate to increase the number of authorized Common Shares in connection with a (x) Qualified Public Offering, or (y) stock option plans approved by the Board of Directors of Company (such increase not to exceed in the aggregate 3,000,000 shares) or (z) an issuance upon conversion of the Preferred Stock;
(c) Redeem or pay any dividend or distribution on the Common Shares or any capital stock of Company ranking junior to the Series A Preferred Stock and, if ranking pari passu, without redeeming and or paying an equal dividend on the Series A Preferred Stock;
(d) Issue any class or series of equity securities or additional shares of existing classes or series, or equivalents thereof or rights convertible thereinto or exchangeable therefor except (i) pursuant to employee or director stock option plans approved by the Board of Directors of Company, any such issuances in this subsection (i) not to exceed in the aggregate 3,000,000 shares, (ii) upon conversion of the Preferred Stock, (iii) in a Qualified Public Offering, or (iv) pursuant to the exercise of Warrants;
(e) Repay or make any shareholder loans except as set forth in Section 9.5 of the Disclosure Letter;
(f) Except for (x) transactions in the ordinary course of business between Company and its officers, directors and employees relating to compensation (such amount to be commercially reasonable and generally consistent with the Business Plan), (y) transactions pursuant to the Systems Agreements and any amendments, extensions, revisions or other agreements made pursuant thereto, or (z) as set forth in Section 5.20 of the Disclosure Letter, engage in any transactions with "affiliates", which for the purposes of this Section 11.G[1](f) only shall mean (A) any director or officer of Company or holder of Company's capital stock, (B) any person or entity, directly or indirectly, controlling, controlled by or under common control with any such person or entity, and (C) in the case of a natural person, members of his or her immediate family or a trust for thei...
Prohibited Matters. 13.1. The IC understands that the IC shall not intentionally fail to provide the facts described below, nor will the IC make any misrepresentations in relation to the facts below to solicit prospective Independent Consultant to enter into an Independent Consultant Agreement or to prevent cancellation of an Independent Consultant Agreement: The IC shall not do the same to solicit prospective Independent Consultant for entering into an Independent Consultant Agreement with other Consultants or to prevent cancellation of an Independent Consultant with other Consultants.):
a. The kind and quality of product (low-voltage retail electricity services to residential and small commercial customers)
b. Specified Burdens (enrollment and website fees)
c. Contract cancellation (including cooling off)
d. Specified Profits (description of the compensation plan)
e. Other critical matters that influence the decision of the party to the transaction.
13.2. The IC agrees that the IC will provide the following information to potential Independent Consultants prior to presenting or discussing Ambit Energy with them:
a. The IC’s name
b. The name of the MMP, Ambit Energy Japan
c. The product is low-voltage retail electricity service to residential and small commercial customers.
d. That the purpose of solicitation is to participate in a transaction with certain payment obligations, i.e. Specified Burdens
13.3. The IC agrees to perform the following requirements:
a. When soliciting, whether the other party intends to become an Independent Consultant or not, the IC will provide the latest “Gaiyo Shomen” which has the Sponsor section filled in, and the content must be explained to the other party;
b. After the IC’s potential Independent Consultant enrolls, the IC has an obligation to make sure the IC’s new Independent Consultant fully understands the “keiyaku shomen” which is available during the online enrollment and includes the Independent Consultant Agreement, Policies and Procedures, and the Compensation Plan. These documents will also be sent via email and through postal mail, by Ambit Energy, as soon as possible to the address provided by the IC’s new Independent Consultant during the enrollment process.
13.4. The IC understands that to promote Ambit Energy’s energy services and/or the business opportunity Ambit Energy offers, the IC shall use only the sales tools and support materials approved by Ambit Energy in writing. Accordingly, the IC shall not use any of the IC’s own ...
