Breach by Representatives. The Company agrees that any action taken by any Representative (other than any employee or consultant of the Company who is not at the senior vice president level or above or other officer of the Company) of the Company that, if taken by the Company, would be a breach of this Section 5.3, then such action will be deemed to constitute a breach by the Company of this Section 5.3.
Appears in 4 contracts
Sources: Merger Agreement (Verde Bio Holdings, Inc.), Merger Agreement (Activision Blizzard, Inc.), Agreement and Plan of Merger
Breach by Representatives. The Company agrees that any action taken breach of this Section 5.3 by any director, officer or other Representative of the Company (other than any a consultant or an employee or consultant of the Company who is not at the senior vice president level or above or other an officer of the Company) of the Company that, if taken by the Company, would will be deemed to be a breach of this Section 5.3 by the Company. The Company will not authorize, direct or knowingly permit any consultant or employee of the Company to breach this Section 5.3, then such action will be deemed to constitute a and upon becoming aware of any breach by the Company or threatened breach of this Section 5.35.3 by a consultant or employee of the Company, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 4 contracts
Sources: Merger Agreement (Haynes International Inc), Merger Agreement (Haynes International Inc), Merger Agreement (Vista Equity Partners Fund Viii, L.P.)
Breach by Representatives. The Company agrees that any action taken by any Representative (other than any employee director, officer, outside legal counsel or consultant of Company Affiliate or by the Company who is not at Financial Advisor (collectively, the senior vice president level or above or other officer of the Company“Company Specified Representatives”) of the Company that, if taken by the Company, would be constitute a breach of any provision set forth in this Section 5.3, then such action will 5.2 shall be deemed to constitute a breach of such provision by the Company of this Section 5.3Company.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (ACELYRIN, Inc.), Merger Agreement (Alumis Inc.), Merger Agreement (Metacrine, Inc.)
Breach by Representatives. The Company agrees that any action taken by any Representative (other than any employee or consultant of the Company who is not at the senior vice president level or above an executive or other officer of the Company) of the Company that, if taken by the Company, would be a breach of this Section 5.3, then such action will be deemed to constitute a breach by the Company of this Section 5.3.
Appears in 2 contracts
Breach by Representatives. The Company agrees that in the event any Representative takes any action taken by any Representative (other than any employee at the direction or consultant on behalf of the Company who is not at the senior vice president level or above or other officer of the Company) of the Company thatwhich, if taken by the Company, would be constitute a breach of this Section 5.3, then such action will the Company shall be deemed to constitute a be in breach by the Company of this Section 5.3.
Appears in 1 contract
Breach by Representatives. The Company agrees that any action taken by any a Representative of the Company (other than any an employee or consultant of the Company who is not at the senior vice president level or above an executive or other officer of the Company) of the Company that, if taken by the Company, would be constitute a material breach of this Section 5.3, then such action 5.3 will be deemed to constitute a breach by the Company of this Section 5.3.
Appears in 1 contract
Breach by Representatives. The Company agrees that if it (i) permits any action taken by any Representative of its Representatives (other than any an employee or consultant of the Company who is not at the senior vice president level or above or other an executive officer of the Company) to take any action or (ii) is made aware of an action by one of its Representatives (other than an employee or consultant of the Company thatwho is not an executive officer of the Company) and does not use its reasonable best efforts to prohibit or terminate such action and, in each case, such action would constitute a material breach of this Section 5.3 if taken by the Company, would be a breach of this Section 5.3, then such action will be deemed to constitute a breach by the Company of this Section 5.3.
Appears in 1 contract
Sources: Merger Agreement (Globalscape Inc)
Breach by Representatives. The Company agrees that any action taken by any a Representative of the Company (other than any an employee or consultant of the Company who is not at the senior vice president level or above or other an officer of the Company) of the Company that, if taken by the Company, would be constitute a breach of this Section 5.3, then such action 5.3 will be deemed to constitute a breach by the Company of this Section 5.3.
Appears in 1 contract
Sources: Merger Agreement (Lifelock, Inc.)