Breach by Representatives. The Company agrees that any breach of this Section 5.3 by any director, officer or other Representative of the Company (other than a consultant or an employee of the Company who is not an officer of the Company) 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, and upon becoming aware of any breach or threatened breach of this Section 5.3 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
Samples: Agreement and Plan of Merger (Haynes International Inc), Agreement and Plan of Merger (Haynes International Inc), Agreement and Plan of Merger (Vista Equity Partners Fund Viii, L.P.)
Breach by Representatives. The Company agrees that any breach of this Section 5.3 by any director, officer or other Representative of the Company (other than a consultant or an employee of the Company who is not an officer of the Company) 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, and upon becoming aware of any breach or threatened breach of this Section 5.3 by a consultant or employee of the Company, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Restaurant Brands International Limited Partnership), Agreement and Plan of Merger (Carrols Restaurant Group, Inc.)
Breach by Representatives. The Company agrees that any breach of this Section 5.3 by any director, officer director or other Representative of the Company (other than a consultant or an employee of the Company who is not an officer of the Company) , or a financial advisor acting at the direction or on behalf of the Company or its Affiliates, 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, and upon becoming aware of any breach or threatened breach of this Section 5.3 by a consultant or employee Representative of the Company, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 1 contract
Breach by Representatives. The Company agrees that any breach of this Section 5.3 by any director, officer or other Representative of the Company (other than a consultant or an employee of the Company who is not an officer of the CompanyCompany and its not acting at the direction of the Company in connection with any action that constitutes a breach of this Section 5.3) 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, and upon becoming aware of any breach or threatened breach of this Section 5.3 by a consultant or employee of the Company, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 1 contract
Breach by Representatives. The Company agrees that any breach of this Section 5.3 5.3 by any director, officer or other Representative of the Company (other than a consultant or an employee of the Company who is not an officer of the CompanyCompany and its not acting at the direction of the Company in connection with any action that constitutes a breach of this Section 5.3) will be deemed to be a breach of this Section 5.3 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 5.35.3, and upon becoming aware of any breach or threatened breach of this Section 5.3 5.3 by a consultant or employee of the Company, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 1 contract
Samples: Agreement and Plan of Merger (HireRight Holdings Corp)
Breach by Representatives. The Company agrees that any breach of this Section 5.3 6.2 by any director, officer or other Representative of the Company (other than a consultant or an employee of the Company who is not an officer of the Company) will be deemed to be a breach of this Section 5.3 6.2 by the Company. The Company will not authorize, direct or knowingly permit any consultant or employee of the Company to breach this Section 5.36.2, and upon becoming aware of any breach or threatened breach of this Section 5.3 6.2 by a consultant or employee Representative of the Company, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Focus Financial Partners Inc.)
Breach by Representatives. The Company agrees that any breach of this Section 5.3 5.04 by any directorrepresentative of the Company, officer or other Representative including any financial advisor acting on behalf of the Company (other than a consultant or an employee of the Company who is not an officer of the Company) its Affiliates, will be deemed to be a breach of this Section 5.3 5.04 by the Company. The Company will not authorize, direct directly or knowingly permit any consultant or employee representative of the Company Company, including any financial advisor, to breach this Section 5.3, and upon becoming aware of any breach or threatened breach of this Section 5.3 by a consultant or employee of the Company, shall use its reasonable best efforts to stop such breach or threatened breach5.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midwest Holding Inc.)
