Buyer Note. The Buyer Note will be imprinted with a legend substantially in the following form: The payment of principal and interest on this Note is subject to certain recoupment provisions set forth in an Agreement and Plan of Merger dated as of [__________], 2004 (the "Agreement") between the issuer of this Note and the person to which this Note originally was issued. This Note was originally issued on [__________], 2004, and has not been registered under the Securities Act of 1933, as amended. The transfer of this Note is subject to certain restrictions set forth in the Agreement. The issuer of this Note will furnish a copy of these provisions to the holder hereof without charge upon written request. Each holder desiring to transfer a Buyer Note first must furnish Buyer with (i) a written opinion reasonably satisfactory to Buyer in form and substance from counsel reasonably satisfactory to Buyer by reason of experience to the effect that the holder may transfer the Buyer Note as desired without registration under the Securities Act and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Buyer in form and substance agreeing to be bound by the recoupment provisions and the restrictions on transfer contained herein.
Buyer Note. The Purchase Price shall be paid by Buyer delivering a note in the form attached of Exhibit C (the “Buyer Note”) with a principal amount equal to the Purchase Price, which shall be paid-in-full, within 3 Business Day, of receipt by Buyer of the funds from the Buyer Recapitalization.
Buyer Note. HON shall cause the Buyer Note to be purchased by a financial institution at the face value thereof, or shall repurchase the Buyer Note at the face value thereof within ninety (90) days of the Closing.
Buyer Note. The Buyer Note.
Buyer Note. The Buyer Note will be imprinted with a legend substantially in the following form: THE PAYMENT OF PRINCIPAL AND INTEREST ON THIS NOTE IS SUBJECT TO CERTAIN RECOUPMENT PROVISIONS SET FORTH IN A STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 25, 1998 (THE 'PURCHASE -- AGREEMENT') BETWEEN THE ISSUER OF THIS NOTE AND THE PERSON TO WHOM THIS NOTE ORIGINALLY WAS ISSUED. THIS NOTE WAS ORIGINALLY ISSUED ON JANUARY 1, 1999, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT. THE ISSUER OF THIS NOTE WILL FURNISH A COPY OF THESE PROVISIONS TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST. If the Seller desires to transfer the Buyer Note, he must first furnish the Buyer with (i) a written opinion reasonably satisfactory to the Buyer in form and substance from counsel reasonably satisfactory to the Buyer by reason of experience to the effect that the Seller may transfer the Buyer Note as desired without registration under the Securities Act and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Buyer in form and substance agreeing to be bound by the recoupment provisions and the restrictions on transfer contained herein.
Buyer Note. Pursuant to the terms of the buyer note, if the buyer note is effectuated, the principal amount shall be determined in euro on the day of issue of the buyer note and shall be an amount equal to, (A) if the post-demerger share sale or the asset sale is effectuated, the product of (i) if the conversion has not been effectuated (x) the offer consideration multiplied by (y) the total number of INXN shares issued and outstanding immediately prior to the closing of the offer, or (ii) if the conversion has been effectuated, (x) 0.7067 shares of DLR common stock multiplied by (y) one-fifth (1/5th) of the total number of issued and outstanding post-conversion shares immediately prior to the closing of the offer, or (B), if the post-merger share sale is effectuated, the product of (x) 0.7067 shares of DLR common stock multiplied by (y) one-fifth (1/5th) of the total number of issued and outstanding post-conversion shares immediately prior to the closing of the offer. As soon as DLR or any of its subsidiaries becomes the holder of the buyer note, the buyer note shall immediately terminate and any rights thereunder shall be extinguished and no longer due.
Buyer Note. The Buyer Note will be imprinted with a legend substantially in the following form:
Buyer Note. The Buyer Note will be imprinted with a legend substantially in the following form: The payment of principal and interest on this Note is subject to certain offset provisions set forth in a Stock Purchase Agreement dated as of December __, 2002 (the "Purchase Agreement") between the Maker of this Note, the original Payee of this Note and the original Payee's Subsidiary. This Note was originally issued on December __, 2002, and has not been registered under the Securities Act of 1933, as amended. This Note is subject to certain restrictions set forth in the Purchase Agreement and is not transferable, except as provided herein. The Maker of this Note will furnish a copy of these provisions to the holder hereof without charge upon written request.
Buyer Note. The Buyer Note, in the principal amount of $2,000,000 or such adjusted amount as shall be provided for herein; and