Convertible Senior Notes Offering Sample Clauses

Convertible Senior Notes Offering. Convertible Senior Notes: 3.25% Convertible Senior Notes due 2014. Aggregate Principal Amount Offered: $150,000,000 principal amount of Convertible Senior Notes (or a total of $170,000,000 principal amount of Convertible Senior Notes if the underwriters’ over-allotment option to purchase up to $20,000,000 principal amount of additional Convertible Senior Notes is exercised in full). Public Offering Price: 100% per Convertible Senior Note / $150,000,000 total (or $170,000,000 total if the underwriters’ option to purchase up to $20,000,000 principal amount of additional Convertible Senior Notes is exercised in full).
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Convertible Senior Notes Offering. Notes: 3.375% Convertible Senior Notes due 2038 Aggregate Original Principal Amount Offered: $150,000,000 Over-allotment Option: $22,500,000 Maturity Date: June 1, 2038 Interest; Accretion: 3.375% per annum, accruing from the Settlement Date (as defined below) through June 1, 2015; principal accretion at 3.375% per annum thereafter Interest Payment Dates: June 1 and December 1 of each year, beginning on December 1, 2008 and ending on June 1, 2015 Contingent Interest: Beginning with the six-month interest period commencing on June 1, 2015, if the trading price of the Notes for each of the five trading days ending on, and including, the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 130% of the accreted principal amount of the Notes, the Issuer will pay contingent interest equal to 0.40% of the average trading price of $1,000 original principal amount of the Notes during such five trading day period. Initial Price to Public: 100.0% of the principal amount of the Notes Net Proceeds, before Expenses, to Issuer after Underwriting Discount: 97.5% Conversion Premium: Approximately 40% above the Public Offering Price Per Share in the Common Stock Offering Conversion Price: Approximately $40.60 per share of Issuer’s common stock, subject to adjustment Conversion Rate: 24.6305 shares of Issuer’s common stock per $1,000 in original principal amount of Notes, subject to adjustment Last Reported Sale Price per Share of the Common Stock on the New York Stock Exchange as of May 21, 2008: $30.19
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Convertible Senior Notes Offering. Notes: 3.25% Convertible Senior Notes due 2013. Aggregate Principal Amount Offered: $450,000,000 aggregate principal amount of Notes (excluding the underwriters’ option to purchase up to $67,500,000 of additional aggregate principal amount of Notes to cover over-allotments, if any). Public Offering Price: $1,000 per Note / $450 million total. Underwriting Discounts and Commissions: $25.00 per Note / $11.25 million total. Proceeds, Before Expenses, to the Issuer: $975.00 per Note / $438.75 million total. Maturity: The notes will mature on October 15, 2013, subject to earlier repurchase or conversion. Annual Interest Rate: 3.25% per annum. Interest Payment Dates: Interest will accrue from September 15, 2008, and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2009, to the person in whose name a Note is registered at the close of business on April 1 or October 1, as the case may be, immediately preceding the relevant interest payment date. NYSE Closing Stock Price on September 9, 2008: $13.02 per share of the Issuer’s Class A common stock. Reference Price: $12.75 per share of the Issuer’s Class A common stock, the Public Offering Price per share in the Common Stock Offering. Conversion Premium: 32.5% above the Reference Price. Initial Conversion Price: Approximately $16.89 per share of Class A common stock. Initial Conversion Rate: 59.1935 shares of Class A common stock per $1,000 principal amount of Notes. Conversion Trigger Price: Approximately $21.96, which is 130% of the Initial Conversion Price. Conversion Upon Satisfaction of Trading Price Condition: The following sentence replaces the last sentence of the second paragraph under “Description of notes—Conversion upon satisfaction of trading price condition” in the preliminary prospectus supplement dated September 4, 2008 for the Convertible Senior Notes Offering: If the Issuer does not so instruct the bid solicitation agent to obtain bids when required, the trading price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of the last reported sale price of the Issuer’s Class A common stock and the applicable conversion rate on each day the Issuer fails to do so.
Sample 1Sample 2
Convertible Senior Notes Offering. Title of Securities: 2.00% Convertible Senior Notes due 2020 (the “Notes”). Aggregate Principal Amount Offered: $450,000,000 principal amount of Notes (or a total of $500,000,000 principal amount of Notes if the underwriters exercise their right to purchase up to $50,000,000 principal amount of additional Notes in full). The Issuer may, without the consent of the Holders, reopen the indenture for the Notes and issue additional Notes under the indenture with the same terms as the Notes offered hereby in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number. Initial Price to Public: 100% per Note Maturity: April 1, 2020, unless earlier converted, redeemed or repurchased. Interest Rate: 2.00% per year. Interest Payment Dates: April 1 and October 1 of each year, commencing on October 1, 2013, to holders of record at the close of business on the March 15 or September 15 (as the case may be) immediately preceding such interest payment date. The Issuer does not have the right to defer interest payments on the Notes. NYSE Closing Stock Price on March 6, 2013: $5.61 per share of the Issuer’s common stock. Reference Price: $5.15 per share of the Issuer’s common stock, the initial price to public per share in the Common Stock Offering. Conversion Premium: 35% above the Reference Price. Initial Conversion Price: Approximately $6.95 per share of the Issuer’s common stock. Initial Conversion Rate: 143.8332 shares of the Issuer’s common stock per $1,000 principal amount of the Notes. Conversion Rights: Holders will be able to convert their Notes, subject to the terms and conditions described in the Convertible Notes Prospectus Supplement, at their option before the close of business on the business day immediately preceding January 1, 2020 only under the following circumstances: (1) during any calendar quarter commencing after March 31, 2014 (and only during such calendar quarter), if the last reported sale price of the Issuer’s common stock for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading d...
Sample 1Sample 2
Convertible Senior Notes Offering. Notes: 5.125% Convertible Senior Notes due 2014 (the “Notes”) Aggregate Principal Amount Offered: $250,000,000 aggregate principal amount of Notes (excluding the underwriters’ option to purchase up to $37,500,000 of additional aggregate principal amount of Notes to cover over-allotments, if any) Maturity: The Notes will mature on June 15, 2014, subject to earlier repurchase or conversion. Annual Interest Rate: 5.125% per annum Interest Payment and Record Dates: Interest will accrue from June 9, 2009, and will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2009, to the person in whose name a Note is registered at the close of business on June 1 or December 1, as the case may be, immediately preceding the relevant interest payment date. Per Note Without Option With Option Public Offering Price 100.00 % $ 250,000,000 $ 287,500,000 Underwriting Discount 3.00 % $ 7,500,000 $ 8,625,000 Proceeds, Before Expenses, to the Issuer 97.00 % $ 242,500,000 $ 278,875,000 Trade Date: June 3, 2009 Settlement Date: June 9, 2009 Last Reported Sale Price of Common Stock on NASDAQ on June 3, 2009: $14.03 per share Reference Price: $13.50, the public offering price in the concurrent Common Stock Offering Conversion Premium: 30% above the Reference Price Initial Conversion Price: $17.55 per share of Common Stock Initial Conversion Rate: 56.9801 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment Dividend Threshold Amount: If we pay any cash dividends or distributions to all or substantially all holders of our Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.075 per share, the conversion rate will be adjusted. Provisional Call Date: On or after June 20, 2012, if the last reported sale price of our Common Stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on the trading day prior to the date we provide the notice of redemption to holders exceeds 130% of the applicable Conversion Price in effect on each such trading day, we may redeem for cash all or part of the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (including additional interest), if any, to, but excluding, the redemption date. Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx, Sachs & Co., Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxx...
Sample 1
Convertible Senior Notes Offering. On March 23, 2011, JRCC and the initial purchasers for the Convertible Senior Notes Offering agreed upon the following definitive terms for the Convertible Senior Notes Offering: Aggregate Principal Amount: $200,000,000 Overallotment Option: $30,000,000 Interest Rate: 3.125% per annum Initial Conversion Rate: 32.7332 shares of JRCC’s common stock per $1,000 principal amount of Convertible Senior Notes On March 24, 2011, the initial purchasers for the Convertible Senior Notes Offering exercised in full the overallotment option described above.
Sample 1

Related to Convertible Senior Notes Offering

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Convertible Debt On or prior to the Closing Date, the Company will cause to be cancelled all convertible debt in the Company. For a period of two years from the closing the Company will not issue any convertible debt below $0.90 per share.

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 2.5) of such shares would be less than the Current Market Price immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued

  • Additional Notes; Variable Securities; Dilutive Issuances So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Company Common Stock at a price which varies or may vary after issuance with the market price of the Company Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Stock into which any Warrant is exercisable. For purposes of clarification, this does not prohibit the issuance of securities with customary “weighted average” or “full ratchet” anti-dilution adjustments which adjust a fixed conversion or exercise price of securities sold by the Company in the future. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Stock in excess of that number of shares of Company Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • Senior Notes Notwithstanding the foregoing, the following additional provisions shall apply to Senior Notes:

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Convertible Securities Any evidences of indebtedness, shares of stock (other than Common Stock) or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock.

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Convertible Debentures The Definition of the term "Convertible Debentures" as used in the Master Agreement shall hereinafter include the Additional Debentures.

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