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. 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: THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE ENCUMBERED, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR SUCH TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT.
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 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. On the Closing Date, Buyer shall authorize the issuance and deliver to Seller One Hundred Million Dollars ($100,000,000) in aggregate principal amount of its subordinated note (the “Buyer Note” and together with the Cash Consideration, the “Closing Purchase Price”) in the form of Exhibit A attached hereto.
Buyer Note. The Buyer Note will be imprinted with a legend substantially in the following form: THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS SUBORDINATED NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE RIGHT OF THE HOLDER OF THIS SUBORDINATED NOTE TO RECEIVE ANY AND ALL PAYMENTS HEREUNDER IS SUBJECT AND SUBORDINATED IN RIGHT OF PAYMENT TO THE COMPANY’S SENIOR DEBT TO THE EXTENT AND IN THE MANNER SET FORTH IN SECTION 3 OF THIS SUBORDINATED NOTE.
Buyer Note. Buyer agrees to deliver to Seller at Closing a promissory note in substantially the form attached hereto as Exhibit I (the "Buyer Note") in an aggregate principal amount equal to the sum of the Inventory Amount, the Lease Deposit Amount and the Seller Payment Amount. Buyer hereby pledges to Seller, and grants to Seller a security interest in, all of the Target Shares, and Owners hereby pledge to Seller, and grant to Seller a security interest in, all of the issued and outstanding Buyer Shares (collectively, the "Pledged Shares") as security for the prompt and complete payment when due of the unpaid principal of and interest on the Buyer Note. Upon the Closing, Obligors shall deliver to Seller the certificates representing the Pledged Shares, together with duly executed forms of assignment sufficient to transfer title thereto to Seller. If, prior to payment in full of principal of and interest on the Buyer Note, Obligors become entitled to receive or receives any securities or other property as an addition to, in substitution of, or in exchange for any of the Pledged Shares (whether as a distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise), Obligors shall accept such securities or other property on behalf of and for the benefit of Seller as additional security to Seller for Buyer's obligations under the Buyer Note and shall promptly deliver such additional security to Seller together with duly executed forms of assignment, and such additional security shall be deemed to be part of the Pledged Shares hereunder. If Buyer defaults in the payment of the principal or interest under the Buyer Note when it becomes due (whether upon demand, acceleration or otherwise) and such default has continued for a period of thirty days after Seller has delivered written notice of such default to Buyer, Seller may exercise any and all the rights, powers and remedies of any owner of the Pledged Shares (including the right to vote the shares and receive dividends and distributions with respect to such shares) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code or otherwise available to Seller under applicable law. Without limiting the foregoing, Seller is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Pledged Shares at any private sale or public auction, on...
