Common use of Breach by Representatives Clause in Contracts

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

Sources: 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 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 5.3) 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

Sources: Merger Agreement (European Wax Center, Inc.)

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

Sources: Merger Agreement (EngageSmart, Inc.)

Breach by Representatives. The Company agrees that that, subject to Section 9.16, any breach of this Section 5.3 by any director, (i) director or officer of the Company Group or (ii) 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 express direction of the Company Group in connection Special Committee with any action that constitutes a breach of respect to the matters contemplated by this Section 5.3) 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 Representative 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 any Representative of the Company Group, shall use its reasonable best efforts to stop such breach or threatened breach.

Appears in 1 contract

Sources: Merger Agreement (Mister Car Wash, Inc.)

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.

Appears in 1 contract

Sources: Merger Agreement (HireRight Holdings Corp)

Breach by Representatives. The Company agrees that any breach of this Section 5.3 by any director, (i) director or officer of the Company or (ii) 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 express direction of the Company Group in connection with any action that constitutes a breach of respect to the matters contemplated by this Section 5.3) 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 such other Representative to breach this Section 5.35.3(g), and upon becoming aware of any breach or threatened breach of this Section 5.3 5.3(g) by a consultant or employee of the Company Groupsuch other Representative, shall use its reasonable best efforts to stop such breach or threatened breach.

Appears in 1 contract

Sources: Merger Agreement (Soho House & Co Inc.)