Common use of Form of Legend for the Notes Clause in Contracts

Form of Legend for the Notes. Unless otherwise permitted by Section 9.07, every Note issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 31, 2004 (THE "PURCHASE AGREEMENT"), AMONG TERREMARK WORLDWIDE, INC. (THE "COMPANY"), THE GUARANTORS NAMED THEREIN, THE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE ISSUE PRICE IS $939.36; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $224.07; (3) THE ISSUE DATE IS DECEMBER 31, 2004; AND (4) THE YIELD TO MATURITY IS 14.42% (COMPOUNDED QUARTERLY).

Appears in 1 contract

Samples: Purchase Agreement (Terremark Worldwide Inc)

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Form of Legend for the Notes. (a) Unless otherwise permitted by Section 9.07, every Note issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 31JUNE 3, 2004 1999 (THE "PURCHASE AGREEMENT"), AMONG TERREMARK WORLDWIDERABBIT HILL HOLDINGS, INC. (THE "COMPANY"), THE GUARANTORS NAMED THEREIN, THE AGENT NAMED THEREIN ”) AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE ISSUE PRICE IS $939.36780; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $224.071,648.96; (3) THE ISSUE DATE IS DECEMBER 31JUNE 3, 20041999; AND (4) THE YIELD TO MATURITY IS 14.42% 19.54%, (COMPOUNDED QUARTERLY).

Appears in 1 contract

Samples: Purchase Agreement (FCA Acquisition Corp.)

Form of Legend for the Notes. Unless otherwise permitted by Section 9.07, every Every Note issued and delivered hereunder shall bear a legend legends in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY NOTE IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 31FEBRUARY 11, 2004 2002 (THE "PURCHASE AGREEMENT"), AMONG TERREMARK WORLDWIDEAMERICAN COIN MERCHANDISING, INC. (THE "COMPANY"), THE GUARANTORS NAMED THEREIN, THE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE ISSUE PRICE IS $939.36974.36; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $224.0725.64; (3) THE ISSUE DATE IS DECEMBER 31FEBRUARY 11, 2004; 2002, AND (4) THE YIELD TO MATURITY IS 14.42% 17.45%, (COMPOUNDED QUARTERLY). provided, however, that the first preceding legend shall not be required to appear on any Note if (x) the transfer of the surrendered note is in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (y) the Company shall have received an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such transfer was effected without registration under -64- the Securities Act and that the transferee would be entitled to transfer such Note in a public sale without registration under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (American Coin Merchandising Inc)

Form of Legend for the Notes. Unless otherwise permitted by Section 9.07, every Every Note issued and delivered hereunder shall bear a legend legends in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY NOTE IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF DECEMBER 31APRIL 15, 2004 2003 (THE "PURCHASE AGREEMENT"), AMONG TERREMARK WORLDWIDEAMERICAN COIN MERCHANDISING, INC. (THE "COMPANY"), THE GUARANTORS NAMED THEREIN, THE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE ISSUE PRICE IS $939.36974.36; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $224.0725.64; (3) THE ISSUE DATE IS DECEMBER 31APRIL 15, 2004; 2003, AND (4) THE YIELD TO MATURITY IS 14.4217.45% (COMPOUNDED QUARTERLY). provided, however, that the first preceding legend shall not be required to appear on any Note if (x) the transfer of the surrendered note is in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting public sale without registration under the Securities Act) or (y) the Company shall have received an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such transfer was effected without registration under the Securities Act and that the transferee would be entitled to transfer such Note in a public sale without registration under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (American Coin Merchandising Inc)

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Form of Legend for the Notes. Unless otherwise permitted by Section 9.0710.07, every Note issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AND SECURITY AGREEMENT, DATED AS OF DECEMBER MARCH 31, 2004 (THE "PURCHASE AGREEMENT"), AMONG TERREMARK WORLDWIDEXXXXX XXXXXX INTERNATIONAL, INC. (THE "COMPANY"), WLFI HOLDINGS, INC., AS PARENT, THE GUARANTORS NAMED THEREIN, THE AGENT NAMED THEREIN BANK OF NEW YORK, AS COLLATERAL AGENT, AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1Each Note shall also bear an original issue discount legend that satisfies the requirements of Section 1275(c) THE ISSUE PRICE IS $939.36; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $224.07; (3) THE ISSUE DATE IS DECEMBER 31, 2004; AND (4) THE YIELD TO MATURITY IS 14.42% (COMPOUNDED QUARTERLY)of the Code and Treasury Regulation T167 1275.3.

Appears in 1 contract

Samples: Purchase and Security Agreement (Brown Jordan International Inc)

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