Exchange and Purchase Agreement definition

Exchange and Purchase Agreement means the exchange and purchase agreement, dated as of the date hereof, between the Company and Initial Holders.
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Exchange and Purchase Agreement means the exchange and purchase agreement in connection with the Exchange, by and between the Company, the Consenting Unsecured Noteholders and the Consenting HoldCo Lenders, the form of which is attached as Exhibit B hereto.
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Exchange and Purchase Agreement has the meaning set forth in the recitals to this Agreement.
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Examples of Exchange and Purchase Agreement in a sentence

  • On February 8, 2012, the Company entered into an Exchange and Purchase Agreement with Cytomedix, Inc., a Delaware corporation, where Cytomedix acquired all of the Company’s issued and outstanding capital stock and convertible promissory notes, making the Company a wholly-owned subsidiary of Cytomedix.

  • Cytomedix, Inc., a Delaware corporation (the “Company” or “Cytomedix”) entered into an Exchange and Purchase Agreement by and among, Cytomedix, Aldagen, Inc., a Delaware corporation (“Aldagen”) and Aldagen Holdings, LLC, a North Carolina limited liability company and the sole equity holder of Aldagen (the “Selling Equity Holder”) dated February 8, 2012 (the “Exchange Agreement”).

  • Except as defined in this Section 1 or unless otherwise indicated herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Exchange and Purchase Agreement.

  • All payments (whether for principal, interest (other than upon conversion) or otherwise) to the Holder of this Note, the Holders of any other Notes issued pursuant to the Exchange and Purchase Agreement and the Holders of any other Notes issued upon the exchange or transfer of any portion of the outstanding principal amount of such Notes shall be made pro rata among such Holders based upon the aggregate unpaid or unconverted principal amount of the Note(s) held by each such Holder.

  • All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and except pursuant to the Exchange and Purchase Agreement (as defined below), free of preemptive rights.

  • The parties agree that the Exchange and Purchase Agreement is hereby amended to the extent necessary to permit the execution, delivery and performance of this Agreement and the consummation of the Transactions.

  • The Company represents and warrants that, except for the agreements disclosed in Section 7B(ii) of the Schedules to the Exchange and Purchase Agreement (the "Other Registration Rights Agreements"), it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company.

  • Section 10.1 of the Exchange and Purchase Agreement, dated as of July 15, 2005, by and among the Company and the Stockholder is hereby amended to the extent necessary to allow the Stockholder to comply with Section 1 of this Agreement.

  • This Agreement and the Exchange and Purchase Agreement shall constitute the entire agreement and understanding between the parties hereto with respect to the matters set forth herein and shall supersede any and all prior agreements and understandings relating to the subject matter hereof.

  • The Company acknowledges and agrees that the transactions contemplated hereby may cause adjustments (including warrant shares numbers) to the common stock purchase warrants issued to Platinum Long Term Growth VII, LLC (“Platinum”) pursuant to that certain Note Exchange and Purchase Agreement, dated as of October 12, 2012 (the “2012 Purchase Agreement”), to the extent not otherwise previously adjusted.


More Definitions of Exchange and Purchase Agreement

Exchange and Purchase Agreement means that certain Preferred Stock Exchange and Purchase Agreement, dated on or about June 5, 2001, by and between the Company and the Purchaser.
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Exchange and Purchase Agreement means the Exchange and Purchase Agreement dated as of October 31, 1997 by and among Target and the investors in the Convertible Notes, as amended.
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Related to Exchange and Purchase Agreement

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • 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.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Exchange 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.

  • 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.

  • 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.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Securities Purchase Agreement shall have the meaning set forth in the recitals hereto.

  • 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.

  • 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.

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

  • Bond Purchase Agreement means a Bond Purchase Agreement, dated as of the sale of the Series 2019 Bonds, entered into by and between KUB and the Underwriter, in substantially the form of the document attached hereto as Exhibit A, subject to such changes as permitted by Section 9 hereof, as approved by the President and Chief Executive Officer of KUB, consistent with the terms of this resolution;

  • Equity Purchase Agreement has the meaning set forth in the recitals.

  • Aircraft Purchase Agreement Has the meaning specified in the NPA.

  • Repurchase Agreement means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations, described by Government Code 2256.009(a)(1) (obligations of gov- ernmental entities) or 2256.013 (commercial paper) or if applicable, 2256.0204 (corporate bonds), at a market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. Gov’t Code 2256.011(b)

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • 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.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

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