Convertible Notes Offering Sample Clauses

Convertible Notes Offering. Securities Offered: 0.75% Convertible Senior Notes due 2028 (the “Notes”).
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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).
Sample 1Sample 2
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.
Sample 1Sample 2
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...
Sample 1Sample 2
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.
Sample 1
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: Stock Price Effective Date $87.00 $95.00 $105.00 $115.275 $130.00 $150.00 $180.00 $220.00 $260.00 $300.00 $350.00 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 convers...
Sample 1
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. Stock price Effective date $5.00 $5.50 $6.25 $6.75 $7.50 $10.00 $12.50 $15.00 $17.50 $20.00 $22.50 $25.00 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, a...
Sample 1
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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 X.X. Xxxxxx 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. Capitalization 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” ...
Sample 1
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: Per Note Total 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
Sample 1

Related to Convertible 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.

  • 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.

  • Existing Notes The term “

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

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

  • Public Offering of the Offered Securities The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

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

  • 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.

  • Optional Notes If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a promissory note or promissory notes to evidence such Lender’s Revolving Loans or Swing Line Loans, substantially in the form of Exhibit IV or Exhibit V annexed hereto, respectively, with appropriate insertions.

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