RECITALSExchange and Purchase Agreement • March 29th, 2007 • Greatbatch, Inc. • Miscellaneous electrical machinery, equipment & supplies
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • July 29th, 2019 • B. Riley Financial, Inc. • Services-business services, nec • Delaware
This Exchange and Purchase Agreement (this “Agreement”), dated as of July 23, 2019, is made by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) and BRC Partners Opportunity Fund, LP, a Delaware limited partnership and holder of the Tranche A-1 Term Loan under the Company’s Credit Agreement (each as defined herein) (the “Purchaser”). As used herein, “Parties” refers collectively to the Company and the Purchaser.
EXCHANGE AND PURCHASE AGREEMENT December 4, 2012Exchange and Purchase Agreement • December 6th, 2012 • Spartan Stores Inc • Wholesale-groceries, general line
The Osterweis Strategic Income Fund (including any other persons or entities exchanging Existing Notes (as defined below) or purchasing New Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange and Purchase Agreement (the “Agreement”) with Spartan Stores, Inc., a Michigan corporation (the “Company”), on the date first written above, whereby the Holder will (a) exchange (the “Exchange”) certain of the Company’s 3.375% Convertible Senior Notes due 2027 (the “Existing Notes”) for certain of the Company’s new Senior Notes due 2016 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture, to be dated as of the Closing Date (as hereinafter defined) in the form of EXHIBIT A hereto (the “Indenture”) by and among the Company, each of the guarantors named therein (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), and (b) purchas
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • April 20th, 2017 • Gevo, Inc. • Industrial organic chemicals • New York
INDENTURE, dated as of [●], 2017, is among Gevo, Inc., a company duly incorporated and existing under the laws of Delaware, United States of America, and having its principal executive office at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112, as Issuer (the “Issuer” or “Company”), the guarantors listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the “Trustee”) and as Collateral Trustee (in such capacity, the “Collateral Trustee”).
EXHIBIT 99.1 ------------ EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • March 9th, 2001 • Dynagen Inc • In vitro & in vivo diagnostic substances • New York
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • January 13th, 2020 • Gevo, Inc. • Industrial organic chemicals • New York
This EXCHANGE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of January 10, 2020 by and among Gevo, Inc., a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors,” and together with the Company, the “Company Parties”), the holders named in Schedule I hereto (the “Holders”) of the Company’s 12.0% Convertible Senior Secured Notes due 2020 (the “Existing Notes”) which were issued under that certain Indenture dated as of June 20, 2017, by and among the Company, Wilmington Savings Fund Society, FSB, as trustee and as collateral trustee (the “Existing Indenture Trustee”), and the Guarantors (as supplemented and in effect on the date hereof and as may be further amended or supplemented from time to time, the “Existing Indenture”), and Whitebox Advisors LLC, in its capacity as representative of the Holders under this Agreement (the “Representative”).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • June 17th, 2013 • Smith & Wesson Holding Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
EXCHANGE AND PURCHASE AGREEMENT (this “Agreement”), dated as of June , 2013, by and among Smith & Wesson Holding Corporation, a Nevada corporation with headquarters located at 2100 Roosevelt Avenue, Springfield, Massachusetts 01104 (the “Company”), and [INSERT LEGAL NAME OF HOLDER] (including any other persons or entities exchanging Exchanged Existing Notes (as defined below) or purchasing Purchased New Notes (as defined below) hereunder for whom the undersigned Investor holds contractual and investment authority, the “Investor”). This Agreement, the New Indenture (as defined below), the New Notes, the Other Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement are collectively referred to herein as the “Transaction Documents”.
VMTP Exchange and Purchase Agreement Nuveen Michigan Quality Income Municipal Fund and Wells Fargo Bank, National Association as a Purchaser and Wells Fargo Municipal Capital Strategies, LLC as a Purchaser December 10, 2013Exchange and Purchase Agreement • December 19th, 2013 • Wells Fargo & Company/Mn • National commercial banks • New York
VMTP EXCHANGE AND PURCHASE AGREEMENT dated as of December 10, 2013 (the “Agreement”) between NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, a closed-end fund organized as a Massachusetts business trust (the “Fund”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, including its successors by merger or operation of law (“WFNA” or a “Purchaser”) and WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC, a wholly-owned subsidiary of WFNA, organized and existing under the laws of Delaware, including its successors by merger or operation of law (“WFMCS” or a “Purchaser”) (together with WFNA, the (“Purchasers”).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • July 6th, 2007 • Transwitch Corp /De • Semiconductors & related devices
This Exchange and Purchase Agreement (this “Agreement”) is made and entered into as of this 29th day of June, 2007, by and between (the “Holder”), and TranSwitch Corporation, a Delaware corporation (the “Company”).
SECOND AMENDMENT TO EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • November 13th, 2014 • Nuo Therapeutics, Inc • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO EXCHANGE AND PURCHASE AGREEMENT (this “Amendment”), dated as of November 11, 2014, amends that Exchange and Purchase Agreement dated February 8, 2012, as amended by that Amendment to Exchange and Purchase Agreement dated February 18, 2013 (as amended, the “Agreement”), by and among Cytomedix, Inc., a Delaware corporation (“Parent”), Aldagen, Inc., a Delaware corporation (the “Company”) and Aldagen Holdings, LLC, a North Carolina limited liability company (“Selling Equity Holder”). Capitalized terms used in this Amendment and not defined herein shall have the meanings given such terms in the Agreement.
ContractExchange and Purchase Agreement • July 20th, 2005 • Trinsic, Inc. • Telephone communications (no radiotelephone) • New York
EXCHANGE AND PURCHASE AGREEMENT (this “Agreement”), dated July 15, 2005 (the “Effective Date”), by and among Trinsic, Inc., a corporation organized under the laws of Delaware (the “Company”), and The 1818 Fund III, L.P., a limited partnership organized under the laws of Delaware (the “Investor”) and the additional investors listed on Exhibit A attached hereto (the “Additional Investors”).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • May 13th, 2024 • Liveperson Inc • Services-prepackaged software • New York
This Exchange and Purchase Agreement (this “Agreement”) is made and entered into as of May 13, 2024, by and between LivePerson, Inc., a Delaware corporation (the “Company”), and Lynrock Lake Master Fund LP (the “Noteholder”). The Company and the Noteholder are collectively referred to herein as the “Parties” and individually as a “Party” as the context may require.
XPLORE TECHNOLOGIES CORP.,Exchange and Purchase Agreement • November 14th, 2006 • Xplore Technologies Corp • New York
THIS EXCHANGE AND PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of April, 2006, by and among Xplore Technologies Corp., a corporation incorporated under the laws of Canada (the “Corporation”), Xplore Technologies Corporation of America, a corporation incorporated under the laws of Delaware and a wholly-owned subsidiary of the Corporation (the “Xplore America” and together with the Corporation, the “Borrowers”), Phoenix Enterprises LLC, a limited liability company organized under the laws of the State of New York (“Phoenix Enterprises”), Phoenix Venture Fund LLC, a limited liability company organized under the laws of the State of Delaware (“Phoenix Fund” and together with Phoenix Enterprises, “Phoenix”) and each of the other lenders listed on Schedule 1 attached to this Agreement (each such lender, a “Lender” and collectively, the “Lenders”).
EXCHANGE AND PURCHASE AGREEMENT (Restricted Convertible Notes)Exchange and Purchase Agreement • October 27th, 2010 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
_________________________ (including any other persons or entities exchanging Existing Notes (as defined below) or purchasing New Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange and Purchase Agreement (the “Agreement”) with PDL BioPharma, Inc., a Delaware corporation (the “Company”), on _____, 2010 whereby the Holder will (a) exchange (the “Exchange”) the Company’s 2.00% Convertible Senior Notes due 2012 (the “Existing Notes”) for a portion of the Company’s new ______% Convertible Senior Notes due 2015 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of ____________, 2010 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), and (b) purchase for cash (the “Purchase”) an additional portion of the New Notes.
EXCHANGE AND PURCHASE AGREEMENT among CYTOMEDIX, INC. and ALDAGEN, INC. and ALDAGEN HOLDINGS, LLC dated as of February 8, 2012 EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • February 9th, 2012 • Cytomedix Inc • Surgical & medical instruments & apparatus • Delaware
This Exchange and Purchase Agreement (this “Agreement”), is entered into as of February 8, 2012, by and among Aldagen, Inc., a Delaware corporation (the “Company”), Cytomedix, Inc., a Delaware corporation (“Parent”) and Aldagen Holdings, LLC, a North Carolina limited liability company (the “Selling Equity Holder”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Article XI hereof.
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • May 15th, 2014 • Gevo, Inc. • Industrial organic chemicals • New York
This EXCHANGE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of May 9, 2014 by and among Gevo, Inc., a Delaware corporation (the “Company”), Gevo Development, LLC, a Delaware limited liability company (“Gevo LLC”), Agri-Energy, LLC, a Minnesota limited liability company (“AE LLC”), and each other party who hereafter executes and delivers a Guarantor Joinder Agreement (an “Additional Guarantor,” and collectively with the Company, Gevo LLC and AE LLC, the “Company Parties”) in the form attached hereto as Exhibit A (the “Guarantor Joinder Agreement”) agreeing to be bound by the terms hereof, WB Gevo, Ltd., a BVI Business Company incorporated in the British Virgin Islands (“Whitebox”), Whitebox Advisors LLC, in its capacity as administrative agent under the Loan Agreement (as defined herein) (the “Administrative Agent”), and Whitebox Advisors LLC, in its capacity as representative of the Purchaser under this Agreement (the “Representative”), and each other party who hereafter execut
FIRST AMENDMENT TOExchange and Purchase Agreement • June 4th, 2024 • Liveperson Inc • Services-prepackaged software • Delaware
This First Amendment to Exchange and Purchase Agreement (this “Amendment”), dated as of June 3, 2024 (the “Effective Date”), is entered into by and between LivePerson, Inc., a Delaware corporation (the “Company”), and Lynrock Lake Master Fund LP (the “Noteholder”). The Company and the Noteholder are collectively referred to herein as the “Parties” and individually as a “Party” as the context may require.
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • November 5th, 2020 • Clovis Oncology, Inc. • Pharmaceutical preparations • Delaware
This Exchange and Purchase Agreement (this “Agreement”) is made and entered into as of November 4, 2020 by and among Clovis Oncology, Inc., a Delaware corporation (the “Company”), and each of the entities (each, a “Noteholder” and, collectively, the “Noteholders”) listed on Schedule “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”, and the accounts, if any, on behalf of which any Noteholder may be acting, as specified on the applicable Schedule A, for whom the Noteholder holds contractual and investment authority, are referred to herein as the “Represented Accounts”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party”.
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • December 21st, 2006 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
This Exchange and Purchase Agreement (this “Agreement”) is made and entered into as of this 14th day of December, 2006, by and between (the “Holder”), and Credence Systems Corporation, a Delaware corporation (the “Company”).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • December 3rd, 2008 • Finlay Enterprises Inc /De • Retail-jewelry stores • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2008 by and among Finlay Fine Jewelry Corporation, a Delaware corporation (the “Company”), and each of the undersigned beneficial holders (each a “Holder” and collectively, the “Holders”) of the Company’s 8-3/8% Senior Notes due June 1, 2012 (the “Notes”), which were issued pursuant to an Indenture (the “Notes Indenture”), dated as of June 3, 2004, between the Company and HSBC Bank USA, National Association (as successor to HSBC Bank USA), as trustee (the “Trustee”).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • March 27th, 2007 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • Delaware
This Exchange and Purchase Agreement, dated as of November 17, 2006 (this “Agreement”) by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”) and the other persons named in the signature pages hereto (the “Management Stockholders”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
