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. (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.
(b) Any representation or statement made or deemed to be made by any party (other than a Finance Party) in the Put Option Agreement or any other document delivered by or on behalf of any such party under or in connection with the Put Option Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
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. 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. 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. Subject to the terms and conditions, and upon compliance with the requirements for the giving of notice and manner of delivery set forth herein, the Holder of each Bond is hereby granted the right to tender any of the Bonds to the Seller, or its duly appointed agent for delivery on the Repurchase Date, and to receive payment therefor in the amount of the Strike Price, on any one or more of the following events (referred to as “Events of Repurchase”):
Put Option Agreement. Seller shall have exercised Seller’s right to accept the offer (as defined in the Put Option Agreement) in accordance with and pursuant to the Put Option Agreement.
Put Option Agreement. On the Closing Date, CML, Dionics and Kravitz shall have entered into a Put Option Agreement granting Kravitz the option to sell to CML a maximum of 1,000,000 shares on terms mutually acceptable.
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.
