1 PUT/CALL AGREEMENT THIS AGREEMENT made the 24th day of March, 2004. B E T W E E N: FAIRCOVE INVESTMENTS INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called the "Vendor")Put/Call Agreement • May 2nd, 2005 • Polyair Inter Pack Inc • Plastics foam products • Ontario
March 13, 2009 Tremisis Energy Acquisition Corporation II Houston, TX 77042 Gentlemen:Put/Call Agreement • March 16th, 2009 • Tremisis Energy Acquisition CORP II • Blank checks
The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), Sang-Chul Kim and SoftForum Co., Ltd., hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
EX-10.2 9 dex102.htm FORM OF PUT-CALL AGREEMENT FORM OF PUT-CALL AGREEMENT Dated as of , 2007 By and Among NGA ACQUISITIONCO, LLC DONALD L. CARANO and ELDORADO RESORTS LLC PUT-CALL AGREEMENTPut-Call Agreement • May 5th, 2020 • Nevada
THIS PUT-CALL AGREEMENT (the “Agreement”) is entered into as of , 2007, by and among the following parties (collectively, the “Parties”, or, individually, a “Party”):
WAIVER AND FIRST AMENDMENT TO PUT/CALL AGREEMENTPut/Call Agreement • April 15th, 2008 • Emerald Dairy Inc • Dairy products
THIS WAIVER AND FIRST AMENDMENT TO PUT/CALL AGREEMENT is dated as of April 9, 2008 (this “Amendment”), by and between EMERALD DAIRY INC., a Nevada corporation (the “Company”), and GRAND ORIENT FORTUNE INVESTMENT LTD., a limited liability company organized and existing under the laws of the British Virgin Islands (the “Shareholder”). Capitalized terms used and not otherwise defined herein are used as defined in the Put/Call Agreement (as defined below).
PUT/CALL AGREEMENTPut/Call Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
This PUT/CALL AGREEMENT (this “Agreement”) is entered into as of April 9, 2013 by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”) and each of the entities identified on Schedule 1 hereto (each a “Seller” and collectively, the “Sellers”).
PUT/CALL AGREEMENTPut/Call Agreement • October 15th, 2007 • Amnutria Dairy Inc. • Blank checks • New York
THIS PUT/CALL AGREEMENT (this “Agreement”) is made and entered into this 9th day of October, 2007, by and between Micro-Tech Identification Systems, Inc., a corporation organized and existing under the laws of the State of Nevada, with an address at 1608 W. 2225 S., Woods Cross, UT 84087 (the “Company”), and Fortune Land Holding Ltd., a limited liability company organized and existing under the laws of the British Virgin Islands, with an address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Shareholder”).
PUT/CALL AGREEMENTPut/Call Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec • Delaware
This PUT/CALL AGREEMENT (the “Agreement”), dated as of _____________ (the “Agreement Date”), is made and entered into by and between Congoleum Corporation, a Delaware corporation (as a debtor in possession and a reorganized debtor, as applicable, the “Company”), [Congoleum Plan Trust to be formed on Effective Date of Plan] (the “Trust”), Plainfield Special Situations Master Fund Limited (“Plainfield”), DWS High Income Fund, DWS High Income VIP and DWS High Income Plus Fund, DWS High Income Trust, DWS Balanced Fund, DWS Strategic Income Fund, DWS Multi Market Income Trust, DWS Balanced VIP, DWS Strategic Income VIP and DWS Strategic Income Trust (collectively, “DWS” and each an “Initial Backstop Participant” and collectively, the “Initial Backstop Participants”), and any other Eligible Bondholder (as defined below) that elects to become a party hereto prior to the Election Deadline (as defined below), if any, by executing a counterpart signature page in the form of Exhibit A attached he
PUT/CALL AGREEMENTPut/Call Agreement • August 23rd, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
PUT/CALL AGREEMENT (this “Agreement”) made and entered into as of August 21 2007 by and between ION Media Networks Inc., a Delaware corporation (the “Company”), CIG Media LLC, a Delaware liability company (“CIG”), and NBC Universal, Inc., a Delaware corporation (“NBCU”).
Nazem, Inc.,Put/Call Agreement • November 24th, 1999 • TPG Advisors Ii Inc • Services-skilled nursing care facilities • New York
EX-99.5 2 a14-25619_3ex99d5.htm EX-99.5 Execution Version PUT/CALL AGREEMENT BETWEEN QATAR INVESTMENT AUTHORITY AND BROOKFIELD ASSET MANAGEMENT INC. December 4, 2014 PUT/CALL AGREEMENT THIS PUT/CALL AGREEMENT is made effective the 4th day of December,...Put/Call Agreement • May 5th, 2020 • New York
QATAR INVESTMENT AUTHORITY, an independent arm of the Qatari government established by State of Qatar Emiri Decision No (22) of 2005 (“Investor”)
EX-2.B 2 thc-20150630ex2beab15df.htm EX-2.B PUT/CALL AGREEMENTPut/Call Agreement • May 5th, 2020 • Delaware
PUT/CALL AGREEMENT (this “Agreement”), dated as of June 16, 2015, among USPI Holding Company, Inc., a Delaware corporation (the “Company”), HCN Surgery Center Holdings, Inc., a Delaware corporation (“NewCo Holdings”), Ulysses JV Holding I L.P., a Delaware limited partnership (“Ulysses Holding I”), Ulysses JV Holding II L.P., a Delaware limited partnership (“Ulysses Holding II” and, collectively with Ulysses Holding I, “Ulysses” and, collectively with NewCo Holdings, and any other Person that becomes party to this Agreement pursuant to the provisions hereof, the “Stockholders”), and Tenet Healthcare Corporation, a Nevada corporation (“Tenet”).
PUT/CALL AGREEMENTPut/Call Agreement • May 27th, 2015 • Partnerre LTD • Accident & health insurance • New York
This Put/Call Agreement (this "Put/Call Agreement"), dated as of January 16, 2015, between Partner Reinsurance Company Ltd. (the "Company") and Citibank, N.A. ("Citi").
PUT/CALL AGREEMENT by and among H-LINES HOLDING CORP. and the OPTIONHOLDERS signatory hereto Dated as of July 7, 2004.Put/Call Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
PUT/CALL AGREEMENT, dated as of July 7, 2004 (this “Agreement”), by and among H-LINES HOLDING CORP., a Delaware corporation (“H-Lines”) and each of the optionholders signatory hereto (each, an “Optionholder”). H-Lines and the Optionholders are each individually referred to herein as a “Party” and together collectively referred to herein as the “Parties”.
August 17, 2009 North Shore Acquisition Corp. Great Neck, New York 11021 Gentlemen:Put/Call Agreement • August 17th, 2009 • North Shore Acquisition Corp. • Blank checks • New York
As a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among the undersigned, North Shore Acquisition Corp. (the “Company”), Barry J. Gordon, Marc H. Klee, Robert Sroka, Arthur H. Goldberg, Harvey Granat, and Alan J. Loewenstein (collectively, the “Sellers”), the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]....Put/Call Agreement • June 23rd, 2022 • HighPeak Energy, Inc. • Drilling oil & gas wells
This Put/Call Agreement (this “Agreement”), dated as of February 15, 2022, is entered into by and between HighPeak Energy Assets, LLC, a Delaware limited liability company (“HighPeak LLC”), HighPeak Energy, Inc., a Delaware corporation (“HighPeak Inc.” and, together with HighPeak LLC, the “HighPeak Parties”), Alamo Frac Holdings, LLC, a Texas limited liability company (“Alamo Frac”), Alamo Exploration and Production, LLC, a Texas limited liability company (“Alamo E&P”), Crockett Operating LLC, a Texas limited liability company (“Crockett”), Alamo Borden County II, LLC, a Texas limited liability company (“Alamo II”), Alamo Borden County III, LLC, a Texas limited liability company (“Alamo III”), Alamo Borden County IV, LLC, a Texas limited liability company (“Alamo IV”), [***], together with Alamo Frac, Alamo E&P, Alamo II, Alamo III, Alamo IV, Crockett, [***], the “Alamo Parties”). Each of the HighPeak Parties and the Alamo Parties may be referred to individually as a “Party” or collect
AMENDMENT NO. 2 TO PUT/CALL AGREEMENT This Amendment No. 2 to Put/Call Agreement (this "AMENDMENT") is dated as of January 8, 1999, by and between Mercury Exploration Company, a Texas corporation ("MERCURY"), and Trust Company of the West, in the...Put/Call Agreement • January 20th, 1999 • Quicksilver Resources Inc • Crude petroleum & natural gas • Texas
PUT/CALL AGREEMENT THIS PUT/CALL AGREEMENT is made this 12th day of August 1999 by and between Interactive Flight Technologies, Inc., a Delaware corporation (the "Company") and Elaine Martin ("Holder"). W I T N E S S E T H: WHEREAS, Holder is the...Put/Call Agreement • October 28th, 1999 • Global Technologies LTD • Miscellaneous manufacturing industries • Pennsylvania
First Amendment To Put Call AgreementPut Call Agreement • February 8th, 2018 • Institute for Wealth Holdings, Inc. • Investment advice
This First Amendment (this “First Amendment”) to that certain Put Call Agreement by and among Institute for Wealth Management Holdings, Inc., a Delaware corporation (“IWMH”), Michael Dugan and Ann Dugan (Michael Dugan and Ann Dugan, collectively the “Shareholder”), Institute for Wealth Holdings, Inc. (formally known as Cherry, Inc.) (the “Company”), and Cherry Acquisition, Inc. (“Merger Sub”) is made and effective as of January 18, 2018 (the “First Amendment Effective Date”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement (as defined below).
PUT/CALL AGREEMENTPut/Call Agreement • August 21st, 2007 • Ion Media Networks Inc. • Radio broadcasting stations • New York
PUT/CALL AGREEMENT (this “Agreement”) made and entered into as of August 21, 2007 by and between ION Media Networks Inc., a Delaware corporation (the “Company”), CIG Media LLC, a Delaware liability company (“CIG”), and NBC Universal, Inc., a Delaware corporation (“NBCU”).
PUT/CALL AGREEMENTPut/Call Agreement • March 4th, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
This Put/Call Agreement (this "Agreement") is made as of November 1, 2012 by and among Emeritus Corporation, a Washington corporation ("Emeritus"), EmeriCare NOC LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Emeritus ("Buyer"), and each of the individuals set forth on the signature pages hereto (each, a "Minority Member" and collectively, the "Minority Members").
PUT/CALL AGREEMENTPut/Call Agreement • December 22nd, 2010 • Deerfield Capital Corp. • Finance services • New York
THIS PUT/CALL AGREEMENT, dated as of [ ], 2011 (this “Agreement”), is by and between Deerfield Capital Corp., a Maryland corporation (“Parent”), and CIFC Parent Holdings LLC, a Delaware limited liability company (the “Company Stockholder”) (each referred to herein as a “Party” to this Agreement and collectively referred to as the “Parties”).
PUT/CALL AGREEMENTPut/Call Agreement • June 21st, 2024 • Nicholas Financial Inc • Short-term business credit institutions • Delaware
This PUT/CALL AGREEMENT (this “Agreement”) is dated as of June 15, 2024 (this “Effective Date”) by and between Nicholas Financial, Inc., a Delaware corporation (“NICK”), Amplex Holdings, Inc., a Delaware corporation (“Amplex Holdings”), and Mark R. Radabaugh (“MR Holder”).
PUT/CALL AGREEMENTPut/Call Agreement • April 14th, 2011 • Deerfield Capital Corp. • Finance services • New York
THIS PUT/CALL AGREEMENT, dated as of April 13, 2011 (this “Agreement”), is by and between Deerfield Capital Corp., a Maryland corporation (“Parent”), and CIFC Parent Holdings LLC, a Delaware limited liability company (the “Company Stockholder”) (each referred to herein as a “Party” to this Agreement and collectively referred to as the “Parties”).
PUT/CALL AGREEMENTPut/Call Agreement • August 15th, 2005 • Dividend Capital Trust Inc • Real estate investment trusts • Delaware
This PUT/CALL AGREEMENT (this “Agreement”) is entered into as of July 21, 2005 by and among Cabot Industrial Value Fund Manager, LLC, a Massachusetts limited liability company (“Cabot GP”), each of the limited partners of the Partnership listed on Exhibit A to this Agreement (the “Non-REIT LPs”) and Dividend Capital Trust Inc., a Maryland corporation (“DCT”). A list of the defined terms used in this Agreement and the sections of this Agreement where such terms are defined is attached to this Agreement as Exhibit B. Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
Sonoco Enters Into Agreement with Italian-Based DemolliPut/Call Agreement • September 2nd, 2018
HARTSVILLE, S.C., March 4 /PRNewswire-FirstCall/ -- Sonoco (NYSE: SON), the global packaging company, has entered into a put/call agreement with the majority shareholders of joint venture partner Demolli Industria Cartaria S.p.A., an Italian-based manufacturer of paperboard and engineered carriers, it was announced today by Harris E. DeLoach, Jr., president and chief executive officer.
PUT/CALL AGREEMENTPut/Call Agreement • July 26th, 2021 • Fat Brands, Inc • Retail-eating places
This Put/Call Agreement (this “Agreement”), dated as of July 22, 2021, is entered into by and between FAT Brands, Inc., a Delaware corporation (“FAT Brands”), on the one hand, and LS Global Franchise L.P., a Delaware limited partnership (“Seller”).
August 17, 2009 North Shore Acquisition Corp. Great Neck, New York 11021 Gentlemen:Put/Call Agreement • August 17th, 2009 • North Shore Acquisition Corp. • Blank checks • New York
As a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among North Shore Acquisition Corp. (the “Company”), Barry J. Gordon, Marc H. Klee, Robert Sroka, Arthur H. Goldberg, Harvey Granat, Alan J. Loewenstein (collectively, the “Sellers”) and Sang-Chul Kim, the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 10 hereof):
PUT/CALL AGREEMENT by and among: REGENT ENTERTAINMENT MEDIA INC., a Delaware corporation, and REGENT RELEASING, L.L.C., a Texas limited liability company (for purposes of Sections 2.3(a), 2.4(b)(v) and 11.15 only); and PlanetOut Inc., LPI Media Inc.,...Put/Call Agreement • August 13th, 2008 • Planetout Inc • Services-business services, nec • California
This Put/Call Agreement is entered into as of August 12, 2008 (this “Agreement”) by and among REGENT ENTERTAINMENT MEDIA INC., a Delaware corporation (the “Buyer”), LPI Media Inc., a Delaware corporation (“LPI”), SpecPub, Inc., a Delaware corporation (“SPI”), and PlanetOut Inc., a Delaware corporation (“PlanetOut” and, collectively with LPI and SPI, the “Sellers”) and, for purposes of Sections 2.3(a), 2.4(b)(v) and 11.15 only, REGENT RELEASING, L.L.C., a Texas limited liability company (“Regent”).
August 17, 2009 North Shore Acquisition Corp. Great Neck, New York 11021 Gentlemen:Put/Call Agreement • August 17th, 2009 • North Shore Acquisition Corp. • Blank checks • New York
As a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among North Shore Acquisition Corp. (the “Company”), Barry J. Gordon, Marc H. Klee, Robert Sroka, Arthur H. Goldberg, Harvey Granat, Alan J. Loewenstein (collectively, the “Sellers”) and Sang-Chul Kim, the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 10 hereof):
PUT CALL AGREEMENTPut Call Agreement • January 22nd, 2018 • Institute for Wealth Holdings, Inc. • Investment advice • Colorado
This PUT CALL AGREEMENT (the “Agreement”), dated January 11, 2017 (the “Effective Date”), is entered into by and among Institute For Wealth Management Holdings, Inc., a Delaware corporation (“IWH”), Michael Dugan and Ann Dugan (Michael Dugan and Ann Dugan, collectively the “Shareholder”), Cherry, Inc., a Delaware corporation (“Cherry”) and Cherry Acquisition, Inc., a Delaware corporation (“Merger Sub”).
PUT/CALL AGREEMENTPut/Call Agreement • December 14th, 2010 • Medcath Corp • Services-general medical & surgical hospitals, nec • Texas
This PUT/CALL AGREEMENT (this “Agreement”) dated as of August 20, 2010 by and among SAN ANTONIO HOSPITAL MANAGEMENT, INC., a North Carolina corporation (the “General Partner”), SAN ANTONIO HOLDINGS, INC., an Arizona corporation (formerly known as Venture Holdings, Inc., “SAH”; SAH and the General Partner are sometimes referred to herein as the “MedCath Partners”), MEDCATH INCORPORATED, a North Carolina corporation (“MedCath”), S.A.H.H. HOSPITAL MANAGEMENT, LLC, a Texas limited liability company (the “Investor General Partner”), and S.A.H.H. INVESTMENT GROUP, LTD., a Texas limited partnership (the “Investor Limited Partner”) and S.A.H.H. MANAGEMENT COMPANY, LLC, a Texas limited liability company which is the general partner of the Investor Limited Partner (the “ManageCo GP”; ManageCo GP together with the Investor General Partner and the Investor Limited Partner are sometimes referred to herein collectively as the “Physician Partners”).
Put/Call Agreement PUT/CALL AGREEMENTPut/Call Agreement • May 8th, 2007 • NBC Universal, Inc. • Radio broadcasting stations • New York
PUT/CALL AGREEMENT (this “Agreement”) made and entered into as of May 4, 2007 by and between CIG Media LLC, a Delaware limited liability company (“CIG”), and NBC Universal, Inc., a Delaware corporation (“NBCU”).
AMENDMENT NO. 1 TO PUT & CALL AGREEMENTPut & Call Agreement • March 11th, 2015 • RCS Capital Corp • Security brokers, dealers & flotation companies • New York
This AMENDMENT NO. 1 TO PUT & CALL AGREEMENT, dated as of December 19, 2014 (this “Amendment”), is entered into by and among RCS Capital Corporation (the “Company”), Luxor Capital Partners, LP, Blue Sands LLC, Blue Sands B Inc., Blue Sands C Inc., and Blue Sands D Inc. (collectively, the “Investors”) and the existing members of RCS Capital Management, LLC (together with the Company and the Investors, the “Parties”).
PUT/CALL LETTER AGREEMENTPut/Call Agreement • February 11th, 2016 • Warburg Pincus Private Equity X, L.P. • Investment advice • Delaware
As you know, Kansas City 727 Acquisition LLC, the parent company of The Mutual Fund Store, LLC (the “Employer”), Financial Engines, Inc. (“Purchaser”) and certain other parties are entering into an Agreement and Plan of Mergers, dated as of the date hereof (the “Merger Agreement”). The Merger Agreement contemplates that each of you and the Funds (as defined below) will receive in the Merger, among other things, certain shares of Purchaser Common Stock Merger (the “Merger Stock Consideration”). This letter agreement (this “Letter Agreement”), which is being entered into concurrently with the execution of the Merger Agreement, memorializes our agreement concerning our arrangements, entered into at your request, to provide you with the right to sell a portion of your Merger Stock Consideration to the Funds, and the Funds’ right to acquire certain of your Merger Stock Consideration.
PUT/CALL AGREEMENTPut/Call Agreement • September 11th, 2019 • Vera Bradley, Inc. • Leather & leather products
This Put/Call Agreement (this “Agreement”) is made and entered into as of July 16, 2019, by and between Vera Bradley Holdings, LLC, a Delaware limited liability company (“Buyer”), Creative Genius Holdings, Inc., a California corporation (“Holdings”), Creative Genius Investments, Inc., a California corporation (“CGI” and together with Holdings, each a “Seller” and collectively, “Sellers”), Griffin Thall (“Thall”) and Paul Goodman (“Goodman”, and together with Thall, each a “Shareholder” and collectively, the “Shareholders”) and, solely for purposes of Section 11 hereof, Vera Bradley Designs, Inc., an Indiana corporation (“Designs”) and Vera Bradley, Inc., an Indiana corporation (“VRA”, and each of Designs and VRA a “Guarantor” and collectively, the “Guarantors”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in that certain Interest Purchase Agreement, dated as of June 19, 2019, by and among Buyer, Holdings, Creative Genius, Inc., a Cal
