Convertible Notes Offering Sample Clauses

Convertible Notes Offering. Securities Offered: 2.125% Convertible Senior Notes due 2026 (the “Notes”). Aggregate Principal Amount Offered: $700,000,000 aggregate principal amount of Notes (or $805,000,000 aggregate principal amount if the underwriters’ over-allotment option to purchase up to an additional $105,000,000 principal amount of Notes is exercised in full). Maturity Date: September 1, 2026, unless earlier repurchased or converted. Interest Rate: 2.125% per annum, accruing from the Settlement Date. Interest Payment Dates: March 1 and September 1 of each year, beginning on March 1, 2017. Public Offering Price: 100% of the principal amount of the Notes plus accrued interest, if any, from the Settlement Date. Trade Date: September 9, 2016. Settlement Date: September 14, 2016. Conversion Premium: Approximately 33.33% above the Price to the Public of the Common Stock. Initial Conversion Price: Approximately $8.00 per share of Common Stock. Initial Conversion Rate: 125.0031 shares of Common Stock per $1,000 principal amount of Notes. No Redemption: The Issuer may not redeem the Notes prior to the Maturity Date and no “sinking fund” is provided for the Notes, which means that the Issuer is not required to redeem or retire the Notes periodically. Underwriting Discount: $27.50 per Note. Approximately $19.3 million in aggregate (or approximately $22.1 million in aggregate if the underwriters exercise their over-allotment option in full).

Convertible Notes Offering. Title of securities: 5.25% Convertible Senior Notes due 2014 (the “Notes”) of the Issuer Aggregate principal amount offered: $450,000,000 ($517,500,000 if the underwriters exercise in full their option to purchase up to $67,500,000 additional aggregate principal amount of Notes) Maturity date: June 1, 2014, unless earlier converted or repurchased by us at your option upon a fundamental change. Price to public/Par value: 100% / $1,000 per note Underwriting discount per note: $30.00 per note Net proceeds to issuer after underwriting discount: Net proceeds from this offering will be approximately $436,500,000 (or $501,975,000 if the underwriters’ option to purchase additional Notes is exercised in full) after deducting the underwriting discounts and commissions and estimated offering expenses.

Convertible Notes Offering. Notes 5.00% convertible senior notes due 2027 (the “Notes”). Principal Amount $200.0 million (or, if the underwriters fully exercise their over-allotment option, $230.0 million) aggregate principal amount of Notes. Offering Price 100% of the principal amount of the Notes, plus accrued interest, if any, from the Settlement Date. Maturity June 1, 2027, unless earlier repurchased, redeemed or converted. Stated Interest Rate 5.00% per annum. Interest Payment Dates June 1 and December 1 of each year, beginning on December 1, 2020. Record Dates May 15 and November 15. Conversion Premium Approximately 22.50% above the Public Offering Price. Initial Conversion Price Approximately $16.23 per share of our Common Stock. Initial Conversion Rate 61.6095 shares of our Common Stock per $1,000 principal amount of Notes. Optional Redemption The Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after June 6, 2024 and on or before the 50th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the our Common Stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. See “Description of Notes—Optional Redemption.” Use of Proceeds We estimate that the net proceeds to us from the Convertible Notes Offering will be approximately $193.3 million (or approximately $222.4 million if the underwriters fully exercise their option to purchase additional Notes), after deducing the underwriting discounts and commissions and our estimated offering expenses. We intend to use the combined net proceeds from the Convertible Notes Offering and the Common Stock Offering to fund research and development of our product candidates and development programs and for work...

Convertible Notes Offering. The Company shall have received proceeds of at least $200.0 million from the Convertible Notes Offering, which shall be on the terms described in the Convertible Notes Offering Memorandum which, along with all other documentation related to the Convertible Notes Offering requested by the Investor, shall be provided to the Investor prior to Closing and any disclosure therein relating to the Investor or the purchase of the Notes and Warrants shall be reasonably acceptable to the Investor; the Investor hereby acknowledges that the disclosure relating to it and the purchase of the Notes and Warrants in the Convertible Notes Offering Memorandum is acceptable to it.

Convertible Notes Offering. Notes Offered: 2.75% Convertible Senior Notes due 2022 (the “Notes”). Aggregate Principal Amount of Notes Offered: $110,000,000 aggregate principal amount of Notes (or $125,000,000 aggregate principal amount if the over-allotment option of the underwriters of the Convertible Notes Offering to purchase up to an additional $15,000,000 principal amount of Notes is exercised in full). Maturity Date: July 1, 2022, unless earlier repurchased or converted. Interest Rate: 2.75% per annum, accruing from the Settlement Date. Interest Payment Dates: January 1 and July 1 of each year, beginning on July 1, 2017. Initial Price to the Public: 100% of the principal amount of the Notes plus accrued interest, if any, from the Settlement Date. Conversion Premium: Approximately 35% above the Initial Price to the Public per share of common stock of the Issuer in the Common Stock Offering. Initial Conversion Price: Approximately $24.98 per share of common stock of the Issuer. Initial Conversion Rate: 40.0400 shares of common stock of the Issuer per $1,000 principal amount of Notes. Initial Price to the Public, Underwriting Discount and Proceeds: The following table shows the Initial Price to the Public, underwriting discounts and commissions and proceeds before expenses to the Issuer in the Convertible Notes Offering: Initial price to the public(1) $ 1,000.00 $ 110,000,000.00 Underwriting discounts and commissions $ 37.50 $ 4,125,000.00 Proceeds, before expenses, to the Issuer $ 962.50 $ 105,875,000.00

Convertible Notes Offering. Concurrently with this offering, we are making a public offering of $125 million principal amount of convertible senior notes (the “convertible notes”) (or up to $143.75 million principal amount of such convertible notes if the underwriter for such offering exercises its over-allotment option in full) by means of a separate prospectus. The consummation of this offering of Common Stock by the selling stockholders and the concurrent convertible notes offering are not contingent on each other. Net proceeds: We will not receive any proceeds from the offering of shares by the selling stockholders. We estimate that the net proceeds from the concurrent convertible notes offering will be approximately $120.8 million (or $139.0 million if the underwriter exercises its option to purchase additional convertible notes in full), after deducting the underwriter’s discounts and estimated offering expenses from the offering of the convertible notes. In addition, pursuant to the terms of the Acquisition Agreement (as defined in the Preliminary Prospectus Supplement), we have agreed to reimburse the selling stockholders for underwriters’ discounts and pay expenses related to this offering, which we estimate will amount to $1.5 million. Use of proceeds: We will use approximately $85 million of the net proceeds from the concurrent convertible notes offering to purchase approximately $70 million face amount of our outstanding 5.375% convertible senior notes due 2013 pursuant to individually negotiated transactions through ▇.▇. ▇▇▇▇▇▇ Securities LLC as our agent concurrently with the concurrent convertible notes offering. We intend to use the remainder of the net proceeds from such offering for general corporate purposes. The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2011: • on an actual basis, • on a pro forma basis to give effect to the consummation of the Acquisition as if it had occurred on March 31, 2011; and • on a pro forma as adjusted basis to give effect to the sale of the convertible notes by us in the concurrent convertible notes offering (assuming the underwriter for such offering does not exercise its option to purchase additional convertible notes), the application of the net proceeds therefrom as described in “Use of proceeds” in this pricing term sheet, the consummation of the Acquisition and the offering by the selling stockholders. You should read this table in conjunction with “Use of proceeds” and “Unaudited ...

Convertible Notes Offering. Notes: 0.375% Convertible Senior Notes due 2024 (the “Notes”) Aggregate Principal Amount of Notes Offered: $250,000,000 (or $287,500,000 if the underwriters exercise in full their option to purchase additional notes) Issue Price: 100% plus accrued interest, if any, from July 19, 2019 Maturity: July 15, 2024, unless earlier converted or repurchased Interest Rate: 0.375% per annum, accruing from July 19, 2019 Interest Payment Dates and Record Dates: Interest will accrue from the Settlement Date or from the most recent date on which interest has been paid or provided for, and will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020, to holders of record at the close of business on the preceding January 1 and July 1, respectively. Conversion Premium: Approximately 32.50% above the Public Offering Price in the Common Stock Offering Initial Conversion Rate: 8.6749 shares of common stock per $1,000 principal amount of Notes Initial Conversion Price: Approximately $115.28 per share of common stock Underwriting Discount: $30.00 per $1,000 principal amount of Notes $7,500,000 in aggregate (or $8,625,000 in aggregate if the underwriters exercise in full their option to purchase additional notes) Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change: The following table sets forth the number of additional shares of common stock by which the conversion rate will be increased per $1,000 principal amount of Notes for each stock price and effective date set forth below: July 19, 2019 2.8193 2.3663 1.8820 1.5034 1.1062 0.7453 0.4249 0.2053 0.0971 0.0421 0.0106 July 15, 2020 2.8193 2.3663 1.8688 1.4713 1.0596 0.6927 0.3764 0.1694 0.0732 0.0276 0.0044 July 15, 2021 2.8193 2.3442 1.8014 1.3866 0.9652 0.6010 0.3021 0.1203 0.0438 0.0119 0.0002 July 15, 2022 2.8193 2.2562 1.6741 1.2390 0.8121 0.4632 0.2016 0.0634 0.0155 0.0011 0.0000 July 15, 2023 2.8193 2.0829 1.4326 0.9688 0.5495 0.2533 0.0773 0.0118 0.0000 0.0000 0.0000 July 15, 2024 2.8193 1.8514 0.8489 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional sh...

Convertible Notes Offering. Notes: 4.50% Convertible Senior Notes due 2020 Offering Size: $125,000,000 (or $143,750,000 if the underwriters for the Convertible Notes Offering exercise their over-allotment option in full) Maturity Date: July 15, 2020, unless earlier repurchased or converted Public Offering Price: 100% of principal amount, plus accrued interest, if any, from the Settlement Date Underwriting Discounts and Commissions: 3.25% of principal amount Interest Rate: 4.50% per annum accruing from the Settlement Date, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2014 Conversion Premium: 25% above the Public Offering Price for the Common Stock Offering Initial Conversion Rate: 160.0000 shares of Common Stock per $1,000 principal amount of Notes Initial Conversion Price: $6.25 per share of Common Stock Increase in Conversion Rate Upon Conversion Upon a Make-Whole Fundamental Change: The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of Notes for each stock price and effective date set forth below. July 17, 2013 40.0000 34.4551 27.5747 24.0824 19.9587 11.6378 7.2779 4.6677 2.9915 1.8758 1.1015 0.5984 July 15, 2014 40.0000 33.8735 26.7581 23.2095 19.0833 10.9868 6.8537 4.3975 2.8197 1.7666 1.0544 0.5760 July 15, 2015 40.0000 33.0858 25.6486 22.0228 17.8924 10.1041 6.2817 4.0353 2.5905 1.6214 0.9629 0.5192 July 15, 2016 40.0000 32.1509 24.2259 20.4738 16.3207 8.9376 5.5330 3.5662 2.2974 1.4391 0.8520 0.4532 July 15, 2017 40.0000 30.7585 22.1770 18.2681 14.1129 7.3576 4.5384 2.9466 1.9101 1.1976 0.7043 0.3654 July 15, 2018 40.0000 28.6175 19.1323 15.0483 10.9775 5.2828 3.2759 2.1635 1.4190 0.8918 0.5189 0.2570 July 15, 2019 40.0000 25.2840 14.3154 10.0714 6.3924 2.7172 1.7589 1.1964 0.7992 0.5053 0.2892 0.1278 July 15, 2020 40.0000 21.8181 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: · if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year; · if the stock price is greater than $25.00 per share (subject to a...