Put Option Agreement. This Note (the “Note”) has been executed and delivered pursuant to the Put Option Agreement, dated as of February [●], 2016, (the “Put Option Agreement”) by and among Intercontinental Potash Corp. (USA), a Colorado corporation (“Guarantor”), the Borrower the holder of Series A Preferred Stock of the Company listed on Schedule I (the “Preferred A Holding Company”) for the benefit of its shareholders, partners, members or owners, as applicable (the “Preferred A Shareholders”); the holders of Series B Preferred Stock listed on Schedule I (each a “Preferred B Holding Company” and together the “Preferred B Holdings Companies”)) for the benefit of its shareholders, partners, members or owners, as applicable (the “Preferred B Shareholders”) (collectively the Preferred A Shareholders and Preferred B Shareholders with any successors and affiliates, whose names and addresses may appear from time to time on Schedule I hereto, “Cartesian Investors”); and Cartesian Capital Group, LLC, a Delaware limited liability company and adviser to Cartesian Investors (“Cartesian”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.
Put Option Agreement. The Company and the Shareholder agree to enter into, with the other parties thereto, the Put Option Agreement, in substantially the form attached hereto as Exhibit B (the “Put Option Agreement”).
Put Option Agreement. (a) Any party (other than a Finance Party) fails to comply with its obligations under the Put Option Agreement in any manner which could in the reasonable opinion of the Majority Lenders have a Material Adverse Effect.
Put Option Agreement. The Company and each of the parties thereto shall have executed the Put Option Agreement, the form of which is attached as Exhibit J hereto (the “Put Option Agreement”).
Put Option Agreement. Subject to the exceptions below, the proceeds of such Loan will be used within one Business Day of the making of such Loan to purchase Purchased Assets. This condition is subject to the exceptions that (i) $15,750,000 of the proceeds of the Subordinated Loan to be made on the Closing Date shall be deposited in the Expense Reimbursement Account and the balance of such proceeds shall be deposited in the Loan Proceeds Account for subsequent application to finance the purchase of Purchased Assets; (ii) a portion of any Loan may be retained in the Loan Proceeds Account so long as after giving effect thereto and to any purchase of Purchased Assets within one Business Day of deposit of such amount in the Loan Proceeds Account, the aggregate balance of cash and cash investments in the Collateral Account (including the Loan Proceeds Account and the Cash Collateral Account but excluding the Expense Reimbursement Account) shall not exceed $100,000,000; and (iii) no Loan may exceed an amount equal to (x) the aggregate amount required to finance purchases of Purchased Assets within one Business Day of the date of such Loan plus (y) $100,000,000 minus (z) the aggregate amount of cash and cash investments held in the Collateral Account (including the Cash Collateral Account and the Loan Proceeds Account but excluding the Expense Reimbursement Account). Any purchase of Purchased Assets contemplated by the foregoing shall be made pursuant to and in accordance with the Put Option Agreement without waiver or modification of any of the conditions to purchase set forth therein. Each Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on and as of the date thereof as to the matters specified in paragraphs (b), (c), (d) and (e) of this Section.
Put Option Agreement. At the Closing, each of the Parties shall also deliver a Put Option Agreement, in the form of Exhibit A annexed hereto (the "Put Option Agreement"), executed by each of them, and providing certain rights for the Purchaser to demand the Seller to repurchase from the Purchaser all or a portion of the Purchased Shares as provided under the terms of the Put Option Agreement.
Put Option Agreement. After the Closing, the Seller agrees to satisfy all of its post-closing obligations under the terms and conditions of the Put Option Agreement.
Put Option Agreement. The Purchaser and Xxxxx shall have entered into a put option agreement, with a form of share purchase agreement attached thereto, in a form satisfactory to the Purchaser and Purchaser’s counsel, acting reasonably, which shall include a put option by Xxxxx requiring the Purchaser to purchase all but not less than all of the Weberco Shares.
Put Option Agreement. (a) Concurrently with the execution and delivery hereof, at the direction of the Company, the Trustee, acting solely as an intermediary agent (the "Agent") for PNC Bank, National Association, and the holders of the Put Option Certificates and not as Trustee or on behalf of the Trust, shall execute and deliver a Put Option Agreement substantially in the form of Exhibit O hereto. The Agent shall have no duty to review or otherwise determine the adequacy of the Put Option Agreement.
Put Option Agreement. This Put Option Agreement (the “Agreement”) dated as of August , 2006 is made and entered into by and among:
