Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
Xtract Research LLC. The Company hereby agrees that the Initial Purchaser may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to QIBs. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a valid and legally binding agreement among the Company and the Initial Purchaser in accordance with its terms. Very truly yours, SVB FINANCIAL GROUP By: /s/ XXXXXXX XXXXXXXXXXX Name: Xxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED as of the date first above written: X.X. XXXXXX SECURITIES INC. By: /s/ XXXXXXX XXXXXXXXXXX Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director
1. The initial offering price per $1,000 principal amount of the Securities shall be 100% of the principal amount thereof, plus accrued interest, if any, from the date of issuance.
2. The purchase price per $1,000 principal amount to be paid by the Initial Purchaser for the Securities shall be 97.5% of the principal amount thereof.
3. Interest on the Securities at a rate of 3.875% per annum on the principal amount shall be payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2008.
4. The Securities shall be convertible in certain circumstances set forth in the Indenture into Common Stock at an initial rate of 18.8525 shares of Common Stock per $1,000 principal amount of Securities and otherwise in accordance with the terms of the Securities and the Indenture. The conversion rate adjustments are summarized in the Preliminary Offering Memorandum.
5. The Securities will mature on April 15, 2011, unless earlier converted or repurchased.
6. Prior to the maturity date, the Securities will not be redeemable at the option of the Company.
7. If a “fundamental change” occurs, as defined in the Preliminary Offering Memorandum, at any time prior to the maturity date, holders of Securities may require the Company to repurchase all or a portion of their Securities for cash (in any case in principal amounts of $1,000 and integral multipl...
Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKS, INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 24, 2014 X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount X.X. Xxxxxx Securities LLC $ 150,000,000 RBC Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associates, Inc. 25,000,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V.
1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California.
2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum.
3. The Purchase Agreement has been duly authorized by all necessary corporate a...
Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any trust indentures, to Xtract Research LLC ("Xtract") following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, JAGUAR MINING INC. By: (signed) Xxxxxx X. Xxxxxxx Title: President and CEO Accepted: September 10, 2009 X.X. XXXXXX SECURITIES INC. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By: (signed) Xxxxxxx X'Xxxxxxx Title: Managing Director Initial Purchaser Principal Amount X.X. Xxxxxx Securities Inc. US$135,000,000 Xxxxxxxxx & Company, Inc. 15,000,000 Mineração Xxxxxx do Oeste, Ltda. (Jaguar ownership = 99.999%) Mineração Turmalina Ltda. (Jaguar ownership = 99.998%)
a. Term sheet containing the terms of the Securities, substantially in the form of Annex B.
Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any indenture, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET GROUP, INC. By /S/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer Accepted: October 7, 2009 X.X. XXXXXX SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. For themselves and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. X.X. XXXXXX SECURITIES INC. By: /S/ XXXXXXX X’XXXXXXX Name: Xxxxxxx X’Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /S/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Vice President XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /S/ E. XXXXXX XXXXXXXX Name: E. Xxxxxx XxXxxxxx Title: Director BARCLAYS CAPITAL INC. By: /S/ XXXXXXXX XXXX Name: Xxxxxxxx Xxxx Title: Vice President DEUTSCHE BANK SECURITIES INC. By: /S/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Managing Director X.X. Xxxxxx Securities Inc. $ 51,000,000 Citigroup Global Markets Inc. $ 51,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 51,000,000 Barclays Capital Inc. $ 51,000,000 Deutsche Bank Securities Inc. $ 51,000,000 RBS Securities Inc. $ 15,000,000 Calyon Securities (USA) Inc. $ 15,000,000 Scotia Capital (USA) Inc. $ 15,000,000 Total $ 300,000,000 AB Car Rental Services Inc. Delaware AB Funding Pty Ltd. Australia ABG Car Services Holdings LLC Delaware Advance Xxxx Corporation Delaware Advance Xxxx Intermediate Corporation Delaware Advance Xxxx Sub Company Delaware AESOP Leasing Corp. Delaware AESOP Leasing LP Delaware ARAC Management Services Inc. Delaware ARACS LLC Delaware Arbitra S.A. Argentina Auto Accident Consultants Pty. Limited Australia Avis Asia and Pacific Limited Delaware Avis Budget Car Rental LLC Delaware Avis Budget Car Rental Canada ULC Nova S...
Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any registration rights agreement or trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.
Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, RAMBUS INC. By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President, Finance and Chief Financial Officer Accepted: August 12, 2013 X.X. XXXXXX SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. XXXXXXXXX LLC Acting severally on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities LLC By: /s/ Xxx Oeljeschlager Name: Xxx Oeljeschlager Title: Vice President By: Citigroup Global Markets Inc. By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxxxxx LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director X.X. Xxxxxx Securities LLC $ 60,000,000 Citigroup Global Markets Inc. 36,000,000 Xxxxxxxxx LLC 24,000,000 Total $ 120,000,000
Xtract Research LLC. The Company hereby agrees that the Initial Purchaser may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the 1933 Act. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Initial Purchaser and the Company in accordance with its terms. Very truly yours, CYPRESS SEMICONDUCTOR CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Vice President, Finance and Administration and Chief Financial Officer as of the date first above written: BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxx Name: Xxxx Xxxxx Imteaz Title: Managing Director As Initial Purchaser. The initial offering price of the Securities shall be 100% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The purchase price to be paid by the Initial Purchaser for the Securities shall be 97% of the principal amount thereof. The interest rate on the Securities shall be 2.00% per annum. The aggregate principal amount of Initial Securities shall be $130,000,000.
Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
1. Mocoa Ventures Ltd.
2. Uruguay Ventures Ltd.
Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or document relating thereto, including without limitation any registration rights agreement or trust indentures, but excluding legal opinions and accountants’ comfort letters, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the 1933 Act.
