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 1, 1999 (the "Purchase Agreement") among the issuer of this Note, the person to whom this Note originally was issued, and certain other persons. This Note was originally issued on November 15, 1999, and has not been registered under the Securities Act of 1933, as amended. 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 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 (and it is agreed that Greexxxxxxxx, Xxmkxx & Xale, X.C. is counsel acceptable to Buyer for such purposes) 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 the 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. 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 AND SET-OFF PROVISIONS SET FORTH IN THE ASSET PURCHASE AGREEMENT DATED AS OF OCTOBER 1, 1999 (THE "AGREEMENT") BETWEEN THE ISSUER OF THIS NOTE AND THE PERSON TO WHOM THIS NOTE ORIGINALLY WAS ISSUED, AMONG OTHERS. THIS NOTE WAS ORIGINALLY ISSUED ON OCTOBER 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 AGREEMENT. THE ISSUER OF THIS NOTE WILL FURNISH A COPY OF THESE PROVISIONS TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST. If Seller desires to transfer Buyer Note to an Affiliate, Seller first must furnish the Buyer with (a) a written opinion satisfactory to the Buyer in form and substance from counsel satisfactory to the Buyer to the effect that the holder may transfer the Buyer Note as desired without registration under the Securities Act and (b) a written undertaking executed by the desired transferee satisfactory to the Buyer in form and substance agreeing to be bound by the offset and recoupment provisions and the restrictions on transfer contained herein.
Buyer Note. The Buyer Note.
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 will be imprinted with a legend substantially in the following form:
Buyer Note. The Buyer shall be entitled to recover any amounts to which it is entitled to indemnification from the Buyer Note (after compliance with this Section 9, other than any Adjustment Amount, any excess of Gross-Up Amount, any 338 Benefit Amount or any Seller Transaction Expenses, which shall not be subject to prior compliance with this Section 9), by setting off amounts from the then outstanding principal amount (and any accrued but unpaid interest on such principal amount) of the Buyer Note.
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 term "Buyer Note" shall mean that certain promissory note in the form attached hereto as Exhibit 6.3(d) to be delivered by Buyer at Closing in the principal amount as determined pursuant to Section 5.5.
