Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Augmedix, Inc.), Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (Instructure Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will shall be deemed to be a breach of this Agreement by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kadmon Holdings, Inc.), Agreement and Plan of Merger (Luminex Corp)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will (other than immaterial or inadvertent breaches not intended to result in an Acquisition Proposal) shall be deemed to be a breach of this Agreement by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SolarWinds, Inc.), Agreement and Plan of Merger (SolarWinds, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any director, officer or other Representative of its Representatives the Company will be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Datto Holding Corp.), Agreement and Plan of Merger (Datto Holding Corp.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.1 (other than any breach that is immaterial in scope and effect) by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Kimball International Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives (acting as such and at the specific instruction of the Company) will be deemed to be a breach of this Agreement by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (STAMPS.COM Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives Representatives, to the extent acting at the Company’s direction, that, if taken by the Company, would be a breach of this Section 5.3, will be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monotype Imaging Holdings Inc.), Agreement and Plan of Merger (Nutraceutical International Corp)
Breach by Representatives. The For purposes of this Section 6.2, the Company agrees that any material breach of this Section 5.3 6.2 by any of its Representatives will (acting as such) shall be deemed to be a breach of this Agreement by the Company; provided, however, that the Company shall not be responsible for any breach of this Agreement by, or caused by, the Recused Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AgroFresh Solutions, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 6.2 by any of its Representatives will shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Solera Holdings, Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.1 (other than any breach that is immaterial in scope and effect) by any of its Representatives will be deemed to be a breach of this Agreement by the Company.. 5.2
Appears in 1 contract
Samples: 96592628v24 Agreement and Plan of Merger (Hni Corp)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will (acting on the Company’s behalf), including any failure of such Representatives to comply with the terms of Section 5.3(b), shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tufin Software Technologies Ltd.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will (acting as such), including any failure of such Representatives to comply with the terms of Section 5.3(b), shall be deemed to be a breach of this Agreement by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.4 by any of its Representatives will (acting as such) shall be deemed to be a breach of this Agreement by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.. ARTICLE VI
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.1 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Subsidiaries or Representatives, including any failure of such Subsidiaries or Representatives will to comply with the terms of Section 5.3(a), shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessco Technologies Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives that, if taken by the Company, would be a breach of this Section 5.3, then such action will be deemed to be a breach of this Agreement Section 5.3 by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 action taken by any of its Representatives that, if taken by the Company, would be a breach of this Section 5.3, will be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.1 by any of its Representatives (acting as such) will be deemed to be a breach of this Agreement by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives (which shall include the entities listed in Section 5.3(g) of the Company Disclosure Letter) will be deemed to be a breach of this Agreement by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will (acting on the Company’s behalf) shall be deemed to be a breach of this Agreement by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 action taken by any Representative of its Representatives will be deemed to the Company that, if taken by the Company, would be a breach of this Agreement Section 5.03, then such action will be deemed to constitute a breach by the CompanyCompany of this Section 5.03.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 6.3 by any of its Subsidiaries or their respective Representatives will shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TherapeuticsMD, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its the Company Subsidiaries or any of their respective Representatives will shall be deemed to be a breach of this Agreement Section 5.3 by the Company.
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Breach by Representatives. The Company agrees that any material breach of this Section 5.3 4.3 by any of its Representatives will (acting as such), including any failure of such Representatives to comply with the terms of Section 4.3(c), shall be deemed to be a breach of this Agreement by the Company.
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