Breach by Representatives. The Company agrees that (i) any action taken by a Representative of the Company (other than a Specified Person) that is authorized or directed by the Company or any Specified Person, or that a Specified Person is made aware of and does not take prompt action to cease, and that, if taken by the Company, would constitute a material breach of this Section 5.3, will be deemed to constitute a material breach by the Company of this Section 5.3; and (ii) any action taken by a Specified Person that, if taken by the Company, would constitute a material breach of this Section 5.3 will be deemed to constitute a material breach by the Company of this Section 5.3.
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Samples: Merger Agreement (Zix Corp), Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Open Text Corp)
Breach by Representatives. The Company agrees that (i) any action taken by a Representative of the Company (other than a Specified Person) that is authorized or directed by the Company or any Specified Person, or that a Specified Person is made aware of and does not take prompt action to cease, and that, if taken by the Company, would constitute a material breach of this Section 5.35.2, will be deemed to constitute a material breach by the Company of this Section 5.35.2; and (ii) any action taken by a Specified Person that, if taken by the Company, would constitute a material breach of this Section 5.3 5.2 will be deemed to constitute a material breach by the Company of this Section 5.35.2.
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