Breach by Representatives. The Company agrees that any breach of this Section 5.3 by any director, officer or other Representative of the Company Group (other than an employee of the Company Group who is not an officer of the Company or its Subsidiaries and who was not involved in the negotiation of this Agreement and is not acting at the direction of the Company Group 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 Group 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 Group, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 2 contracts
Samples: Merger Agreement (R1 RCM Inc. /DE), Merger Agreement (R1 RCM Inc. /DE)
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 Group (other than a consultant or an employee of the Company Group who is not an officer of the Company or and its Subsidiaries and who was not involved in the negotiation of this Agreement and is not acting at the direction of the Company Group in connection with any action that constitutes a breach of this Section 5.35.3) 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 Group 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 GroupCompany, shall use its reasonable best efforts to stop such breach or threatened breach.
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Breach by Representatives. The Company agrees that any breach of this Section 5.3 by any director, officer or other Representative of the Company Group (other than a consultant or an employee of the Company Group who is not an officer of the Company or and its Subsidiaries and who was not involved in the negotiation of this Agreement and is not acting at the direction of the Company Group 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 Group 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 GroupCompany, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 1 contract
Samples: Merger Agreement (EngageSmart, Inc.)
Breach by Representatives. The Company agrees that any breach of this Section 5.3 6.1 by any director, officer or other Representative of the Company Group (other than a consultant or an employee of the Company Group who is not an officer of the Company or its Subsidiaries and who was not involved in the negotiation of this Agreement and is not acting at the direction of the Company Group in connection with any action that constitutes a breach of this Section 5.3Company) will be deemed to be a breach of this Section 5.3 6.1 by the Company. The Company will not authorize, direct or knowingly permit any consultant or employee of the Company Group to breach this Section 5.36.1, and upon becoming aware of any breach or threatened breach of this Section 5.3 6.1 by a consultant or employee of the Company GroupCompany, shall use its reasonable best efforts to stop such breach or threatened breach.
Appears in 1 contract
Samples: Merger Agreement (Smartsheet Inc)