Exchange and Purchase Agreement definition

Exchange and Purchase Agreement means that certain Exchange and Purchase Agreement, dated as of May 13, 2024, by and between the Company and Holder; “Existing Notes” means the 0% Convertible Senior Notes due 2026 issued pursuant to that certain Indenture, dated as of December 4, 2020, by and between the Company, as issuer thereunder, and U.S. Bank Trust Company, National Association (formerly U.S. Bank National Association), as trustee; “Existing Other Notes” means the Existing Notes not subject to the exchange contemplated by the Exchange and Purchase Agreement; and “New Secured Notes” means the First Lien Convertible Senior Notes due 2029 issued pursuant to that certain Indenture, dated June 3, 2024, by and between the Company, the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent.

Exchange and Purchase Agreement means the exchange and purchase agreement, dated as of the date hereof, between the Company and Initial Holders.

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.

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 has the meaning set forth in the recitals to this 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.

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.