Triple Flag definition
Examples of Triple Flag in a sentence
Each Triple Flag Material Contract is a valid and binding obligation of Triple Flag or a Triple Flag Subsidiary and the other parties thereto enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
Triple Flag acknowledges and agrees that the Pre-Acquisition Reorganization shall be disregarded in determining whether a representation, warranty or covenant of the Company hereunder has been breached.
The Company Board shall review any proposal by Triple Flag to amend the terms of this Agreement and the Arrangement in order to determine, in good faith and in a manner consistent with the fiduciary duties of the Company Board whether the proposed amendment by Triple Flag, upon acceptance by the Company, would result in the Company Acquisition Proposal not being a Company Superior Proposal.
Except as set forth in the Triple Flag Disclosure Letter, Triple Flag represents and warrants to the Company as set forth in Schedule D hereto and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.
If the Company Board so determines, the Company shall enter into an amended agreement with Triple Flag, reflecting the amended proposal of Triple Flag, and will promptly reaffirm its recommendation of the Arrangement, as amended.
As of the date hereof, except as disclosed in the Triple Flag Disclosure Letter, neither Triple Flag nor any Triple Flag Subsidiary, whether alone or together with any Person under common control with Triple Flag or any Triple Flag Subsidiary or a Person acting jointly or in concert with any of them, directly or indirectly, beneficially own or exercise control or direction over any securities of the Company nor do they have any options, rights or entitlements to acquire any securities of the Company.
No environmental assessment or other intrusive analysis will be conducted by Triple Flag without the prior written consent of the Company.
Neither Triple Flag nor any Triple Flag Subsidiaries has taken, directly or indirectly, any action which would cause Triple Flag or any Triple Flag Subsidiary to be in violation of Anti-Corruption Laws and, to the knowledge of Triple Flag, no such action has been taken by any of the officers, directors, employees, agents, representatives or other Persons acting on behalf of Triple Flag, or the Triple Flag Subsidiaries.
The foregoing conditions are for the benefit of Triple Flag and may be waived, in whole or in part, by Triple Flag in writing at any time.
Accordingly, the Parties agree that, in the event of any such breach or threatened breach of this Agreement by one of the Parties hereto, Triple Flag (if the Company is the breaching party) or the Company (if Triple Flag is the breaching party) will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.