Common use of Breach by Representatives Clause in Contracts

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 3 contracts

Samples: Agreement and Plan of Merger (Verde Bio Holdings, Inc.), Agreement and Plan of Merger (Activision Blizzard, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)

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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

Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger

Breach by Representatives. The Company agrees that any action taken by any Representative (other than any employee a director, officer, outside legal counsel, financial advisor, investment banker, brokers, or consultant similar professional advisor of the Company who is not or any of its Subsidiaries or, to the extent acting at the senior vice president level direction of, in concert with, or above or other officer of with the Company) prior Knowledge of the Company or any of its Subsidiaries, any other Representative of the Company or any of its Subsidiaries, that, if taken by the Company, would be constitute a material breach of this Section 5.3, then such action 6.2 will be deemed to constitute a material breach by the Company of this Section 5.36.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thorne Healthtech, 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

Samples: Agreement and Plan of Merger (Lifelock, Inc.)

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 1 contract

Samples: Agreement and Plan of Merger (Metacrine, Inc.)

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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

Samples: Agreement and Plan of Merger (Rackspace Hosting, Inc.)

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

Samples: Agreement and Plan of Merger (Globalscape Inc)

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