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.
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.
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”).
This Supplemental Indenture shall become effective and binding on the Company and the Trustee upon the execution and delivery by the parties to this Supplemental Indenture; provided, however, that this Supplemental Indenture and the Proposed Amendments shall become operative, and the terms of the Indenture shall be amended, supplemented, modified or deleted hereby, in each case only upon the Closing Date, as defined in the Exchange and Purchase Agreement (the “Amendment Operative Date”).
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.
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.
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.
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.
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.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 8(i) of the Amendment, Exchange and Purchase Agreement.