Exchange and Conversion Agreement definition

Exchange and Conversion Agreement means the Exchange Agreement, dated the date hereof, by and among, CAMOFI Master LDC f/k/a DCOFI Master LDC, Bushido Capital Master Fund, L.P., Gamma Opportunity Capital Partners, LP, and Bridges & Pipes LLC.
Sample 1

Examples of Exchange and Conversion Agreement in a sentence

  • By executing this Exchange and Conversion Agreement, each Convertible Noteholder hereby waives the requirements of paragraph 10 of its Convertible Note relating to a Reduction Event (as such term is defined in such Convertible Note) and hereby acknowledges and agrees that the terms and provisions of this Exchange and Conversion Agreement shall govern the payment of the Convertible Notes.

  • All communications shall be sent to (i) MSV LP and General Partner at the address set forth on the signature page of this Note Exchange and Conversion Agreement, and (ii) each Noteholder at the address designated by such party in the Partnership Agreement or Stockholders' Agreement.

  • By executing this Exchange and Conversion Agreement, Motient hereby waives the requirements of paragraph 10 of the Motient Promissory Note relating to a Reduction Event (as such term is defined in the Motient Promissory Note) and hereby acknowledges and agrees that the terms and provisions of this Exchange and Conversion Agreement shall govern the payment of the Motient Promissory Note.

  • Nothing in this Note Exchange and Conversion Agreement, express or implied, is intended to confer upon any other party (other than the parties to this Note Exchange and Conversion Agreement or their respective successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Note Exchange and Conversion Agreement, except as expressly provided in this Note Exchange and Conversion Agreement.

  • Each Noteholder shall at any time and from time to time promptly execute and deliver to MSV LP such further instruments, consents and other documents and take such further action as General Partner or MSV LP reasonably may require in order to carry out the full intent and purpose of this Note Exchange and Conversion Agreement.

  • This Note Exchange and Conversion Agreement, the Schedules hereto and any other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and supersede any and all prior and contemporaneous agreements or understandings, whether expressed or implied, written or oral, between the parties with respect hereto and thereto.

  • The representations and warranties contained in this Note Exchange and Conversion Agreement shall continue to be true and correct in all material respects.

  • The titles of the sections and subsections of this Note Exchange and Conversion Agreement are for convenience of reference only and are not to be considered in construing this Note Exchange and Conversion Agreement.

  • The terms defined in this Article I shall, for the purposes of this Note Exchange and Conversion Agreement, have the meanings herein specified.

  • This Note Exchange and Conversion Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

Related to Exchange and Conversion Agreement

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Redemption Agreement has the meaning set forth in the Recitals.

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Plan of Conversion has the meaning given such term in Section 14.1.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Conversion Plan shall have the meaning given to such term in Section 2.05 of this Agreement.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

  • Combination Agreement has the meaning in the recitals hereto.

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.