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 multiples thereof) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued interest, if any, to, but excluding, the repurchase date. This pricing term sheet relates to the Notes (as such term is defined below) and should be read together with the Preliminary Offering Memorandum for the Notes dated March 31, 2008. This pricing term sheet supplements, and to the extent inconsistent supersedes, such Preliminary Offering Memorandum. Issuer: SVB Financial Group (“SIVB”) Ticker / Exchange: SIVB / The NASDAQ Global Select Market Title of securities: 3.875% Convertible Senior Notes due 2011 (the “Notes”) Aggregate principal amount offered: $200,000,000 Over-allotment option: $50,000,000 Annual interest rate: The Notes will bear cash interest at a rate of 3.875% per year. Last sale price of SIVB common stock: $42.95 Conversion premium: 23.5% Initial conversion price: Approximately $53.04 per share of SIVB common stock. Initial conversion rate: 18.8525 shares of SIVB common stock per $1,000 principal amount of Notes. Interest payment dates: Interest will accrue from April 7, 2008, and will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2008. Maturity date: April 15, 2011, subject to the earlier of repurchase or conversion. Call dates: The Notes are not redeemable prior to maturity. Put dates: Holders have the option to require the repurchase of their Notes as described under “Repurchase at the Option of the Holder upon a Fundamental Change” as described below. Dividend protection: The conversion rate will be adjusted for any distribution of cash to all or substantially all holders of SIVB common stock by a formula based on the amount per share of such distribution, as set forth in the Preliminary Offering Memorandum. Repurchase at the Option of the Holder upon a Fundamental Change: Upon a “fundamental change” as defined in the Preliminary Offering Memorandum the holders may require the Issuer to repurchase for cash any or all of their Notes, or any portion of the principal amount thereof, that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, including additional interest, to but excluding the fundamental change purchase date. Registration rights: The Issuer does not intend to file a shelf registration statement under the Securities Act relating to the resale of the notes and any common stock issuable upon conversion of the notes. The Issuer has agreed to make a one-time payment equal to 25 basis points of the principal amount of the notes if as of any date during the six-month period commencing on the date that is six months after the original issue date of the notes it is not current with its filings (other than current reports on Form 8-K) under Section 13 or 15(d) of the Exchange Act, subject to a cure period. Ranking: The notes will be general unsecured and unsubordinated obligations of the Issuer, will rank equally in right of payment with all of the Issuer’s existing and future unsecured and unsubordinated indebtedness, and will rank senior in right of payment to all of the Issuer’s existing and future indebtedness that is expressly subordinated in right of payment to the notes. Listing: None Trade date: Xxxxx 0, 0000 Xxxxxxxxxx date: April 7, 2008 CUSIP: 78486Q AA9 ISIN: US78486QAA94

Appears in 1 contract

Samples: Purchase Agreement (SVB Financial Group)

Appears in 1 contract

Samples: Purchase Agreement (Medallia, Inc.)

Appears in 1 contract

Samples: Purchase Agreement (Paratek Pharmaceuticals, Inc.)

Appears in 1 contract

Samples: Purchase Agreement (Bread Financial Holdings, Inc.)

Xtract Research LLC. The Company hereby agrees that the Initial ~~Purchaser~~ 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 ~~QIBs~~“qualified institutional buyers” as defined in Rule 144A under the Securities Act. ~~[THE NEXT PAGE IS THE SIGNATURE PAGE]~~ If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us a counterpart hereof, whereupon~~ indicate your acceptance of this ~~instrument, along with all counterparts, will become a valid and legally binding agreement among~~ Agreement by signing in the ~~Company and the Initial Purchaser in accordance with its terms~~space provided below. 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~~ NORTHWEST BIOTHERAPEUTICS, INC. By: /s/ ~~XXXXXXX XXXXXXXXXXX~~ Lxxxx Xxxxxx Name: ~~Xxxxxxx Xxxxxxxxxxx~~ Lxxxx Xxxxxx Title: Chief Executive ~~Director~~Officer Accepted: As of the date first written above OXXXXXXXXXX & CO. INC. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By: OXXXXXXXXXX & CO. INC. By: /s/ Dxxx Xxxxxxx Name: Dxxx Xxxxxxx Title: Managing Director Initial Purchaser Principal Amount of Securities to be Purchased Oxxxxxxxxxx & Co. Inc. $ 17,500,000 Total $ 17,500,000 Lxxxx Xxxxxx Axxxx Xxxxxxx Axxxxxx Xxxxx Lxxxxx Xxxxxxx Mxxxxx Xxxxx Rxxxxx X. Xxxxxx Dx. Xxxxx Malix Jxxxx Xxxxxxxxxx In connection with offers and sales of Securities outside the United States: ~~1. The initial offering price per $1,000 principal amount~~ (a) Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities ~~shall be 100%~~ Act. (b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later 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% commencement 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 offering of the Securities and the ~~Indenture. The conversion rate adjustments are summarized~~ Closing Date, only 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 multiples thereof) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued interest, if any, to, but excluding, the repurchase date. This pricing term sheet relates to the Notes (as such term is defined below) and should be read together accordance with the Preliminary Offering Memorandum for the Notes dated March 31, 2008. This pricing term sheet supplements, and to the extent inconsistent supersedes, such Preliminary Offering Memorandum. Issuer: SVB Financial Group (“SIVB”) Ticker / Exchange: SIVB / The NASDAQ Global Select Market Title of securities: 3.875% Convertible Senior Notes due 2011 (the “Notes”) Aggregate principal amount offered: $200,000,000 Over-allotment option: $50,000,000 Annual interest rate: The Notes will bear cash interest at a rate of 3.875% per year. Last sale price of SIVB common stock: $42.95 Conversion premium: 23.5% Initial conversion price: Approximately $53.04 per share of SIVB common stock. Initial conversion rate: 18.8525 shares of SIVB common stock per $1,000 principal amount of Notes. Interest payment dates: Interest will accrue from April 7, 2008, and will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2008. Maturity date: April 15, 2011, subject to the earlier of repurchase or conversion. Call dates: The Notes are not redeemable prior to maturity. Put dates: Holders have the option to require the repurchase of their Notes as described under “Repurchase at the Option of the Holder upon a Fundamental Change” as described below. Dividend protection: The conversion rate will be adjusted for any distribution of cash to all or substantially all holders of SIVB common stock by a formula based on the amount per share of such distribution, as set forth in the Preliminary Offering Memorandum. Repurchase at the Option of the Holder upon a Fundamental Change: Upon a “fundamental change” as defined in the Preliminary Offering Memorandum the holders may require the Issuer to repurchase for cash any or all of their Notes, or any portion of the principal amount thereof, that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, including additional interest, to but excluding the fundamental change purchase date. Registration rights: The Issuer does not intend to file a shelf registration statement Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act. (ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S. (iii) At or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.” (iv) Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. (c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Axx 0000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or any other offering or publicity material relating to the ~~resale of the notes and~~ Securities, in any common stock issuable upon conversion of the notes. The Issuer has agreed to make a one-time payment equal to 25 basis points of the principal amount of the notes if as of any date during the six-month period commencing on the date country or jurisdiction where action for that purpose is six months after the original issue date of the notes it is not current with its filings (other than current reports on Form 8-K) under Section 13 or 15(d) of the Exchange Act, subject to a cure period. Ranking: The notes will be general unsecured and unsubordinated obligations of the Issuer, will rank equally in right of payment with all of the Issuer’s existing and future unsecured and unsubordinated indebtedness, and will rank senior in right of payment to all of the Issuer’s existing and future indebtedness that is expressly subordinated in right of payment to the notes. Listing: None Trade date: Xxxxx 0, 0000 Xxxxxxxxxx date: April 7, 2008 CUSIP: 78486Q AA9 ISIN: US78486QAA94required.

Appears in 1 contract

Samples: Purchase Agreement (Northwest Biotherapeutics Inc)

Appears in 1 contract

Samples: Purchase Agreement (Immunogen Inc)

Xtract Research LLC. The Company hereby agrees that the Initial ~~Purchaser~~ 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 ~~QIBs~~“qualified institutional buyers” as defined in Rule 144A under the Securities Act. ~~[THE NEXT PAGE IS THE SIGNATURE PAGE]~~ If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us a counterpart hereof, whereupon~~ indicate your acceptance of this ~~instrument, along with all counterparts, will become a valid and legally binding agreement among~~ Agreement by signing in the ~~Company and the Initial Purchaser in accordance with its terms~~space provided below. Very truly yours, ~~SVB FINANCIAL GROUP~~ PALO ALTO NETWORKS, INC. By: /s/ ~~XXXXXXX XXXXXXXXXXX~~ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx ~~Xxxxxxxxxxx~~ Title: Chief Financial Officer ~~CONFIRMED AND ACCEPTED as~~ Accepted: July 10, 2018 CITIGROUP GLOBAL MARKETS INC. XXXXX FARGO SECURITIES, LLC Acting severally on behalf of themselves and the ~~date first above written: X.X. XXXXXX SECURITIES INC~~several Initial Purchasers listed in Schedule 1 hereto. By: Citigroup Global Markets Inc. By: /s/ ~~XXXXXXX XXXXXXXXXXX~~ Xxxxx Xxxxxxxxx Name: ~~Xxxxxxx Xxxxxxxxxxx~~ Xxxxx Xxxxxxxxx Title: ~~Executive Director~~Managing Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director Initial Purchaser Principal Amount Citigroup Global Markets Inc. $ 900,000,000 Xxxxx Fargo Securities, LLC 300,000,000 Credit Suisse Securities (USA) LLC 150,000,000 Xxxxxx Xxxxxxx & Co. LLC 150,000,000 Total $ 1,500,000,000 Palo Alto Networks Public Sector LLC Palo Alto Networks International, Inc. PAN C.V. Palo Alto Networks Holdings B.V. Palo Alto Networks (Netherlands) B.V. 1. The ~~initial offering price per $1,000 principal amount~~ Company is a corporation duly incorporated and validly existing under the laws of the ~~Securities shall be 100%~~ State of Delaware and is in good standing under such laws. The Company has requisite corporate power to own or lease its properties and carry on its business, as described in the ~~principal amount thereof, plus accrued interest, if any, from~~ Final Offering Memorandum. The Company is qualified to do business as a foreign corporation in the ~~date~~ State of ~~issuance~~California. 2. The ~~purchase price per $1,000 principal amount to be paid~~ execution and delivery of the Operative Documents have been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the ~~Initial Purchaser for the Securities shall be 97.5% of the principal amount thereof~~Company. 3. ~~Interest on~~ The Company has the ~~Securities at a rate~~ corporate power to execute and deliver the Operative Documents and to perform its obligations under the terms 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~~Operative Documents. 4. The Securities ~~shall be convertible~~ being issued on the date hereof are in ~~certain circumstances set forth~~ the form contemplated in the Indenture ~~into Common Stock at an initial rate~~ and have been duly authorized by all necessary corporate action of ~~18.8525~~ the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 5. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 6. The shares of Common Stock ~~per $1,000 principal amount~~ initially issuable upon conversion of the Securities (assuming full physical settlement of the Securities and ~~otherwise~~ including shares of Common Stock issuable with respect to any Make-Whole Fundamental Change (as defined in the Indenture)) (the “Shares”) have been duly authorized by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon due conversion of the Securities in accordance with the terms of the Securities and the ~~Indenture. The conversion rate adjustments are summarized in~~ Indenture would, if issued today, be validly issued, fully paid and nonassessable and free of preemptive rights arising under the ~~Preliminary Offering Memorandum. 5. The Securities will mature on April 15, 2011, unless earlier converted~~ Certificate of Incorporation or ~~repurchased. 6. Prior to~~ Bylaws or the ~~maturity date, the Securities will not be redeemable at the option of the Company~~DGCL. 7. If The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of Notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “~~fundamental change~~Certain U.S. Federal Income Tax Considerations,” ~~occurs~~insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, are fair summaries in all material respects. 9. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of Capital Stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 10. The Company is not, and immediately after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof as described in the Final Offering Memorandum, will not be required to be registered as, an “investment company,” as such term is defined in the ~~Preliminary~~ Investment Company Act. 11. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) result in a violation of any Reviewed Judgment. 12. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the execution and delivery of the Purchase Agreement, the offer and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 13. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Annex C. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for Common Stock: PANW/The New York Stock Exchange. Securities: 0.75% Convertible Senior Notes due 2023 (the “notes”). Principal Amount: $1,500,000,000. Over-allotment Option: $225,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2023, unless earlier repurchased or converted. No Redemption at ~~any time~~ Our Option: We may not redeem the notes 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 multiples thereof) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued interest, if any, to, but excluding, the repurchase date. This pricing term sheet relates to the Notes (as such term no “sinking fund” is ~~defined below) and should be read together with the Preliminary Offering Memorandum~~ provided for the Notes dated March 31, 2008. This pricing term sheet supplements, and to the extent inconsistent supersedes, such Preliminary Offering Memorandum. Issuer: SVB Financial Group (“SIVB”) Ticker / Exchange: SIVB / The NASDAQ Global Select Market Title of securities: 3.875% Convertible Senior Notes due 2011 (the “Notes”) Aggregate principal amount offered: $200,000,000 Over-allotment option: $50,000,000 Annual interest rate: The Notes will bear cash interest at a rate of 3.875% per year. Last sale price of SIVB common stock: $42.95 Conversion premium: 23.5% Initial conversion price: Approximately $53.04 per share of SIVB common stock. Initial conversion rate: 18.8525 shares of SIVB common stock per $1,000 principal amount of Notes. Interest payment dates: Interest will accrue from April 7, 2008, and will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2008. Maturity date: April 15, 2011, subject to the earlier of repurchase or conversion. Call dates: The Notes are not redeemable prior to maturity. Put dates: Holders have the option to require the repurchase of their Notes as described under “Repurchase at the Option of the Holder upon a Fundamental Change” as described below. Dividend protection: The conversion rate will be adjusted for any distribution of cash to all or substantially all holders of SIVB common stock by a formula based on the amount per share of such distribution, as set forth in the Preliminary Offering Memorandum. Repurchase at the Option of the Holder upon a Fundamental Change: Upon a “fundamental change” as defined in the Preliminary Offering Memorandum the holders may require the Issuer to repurchase for cash any or all of their Notes, or any portion of the principal amount thereof, that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, including additional interest, to but excluding the fundamental change purchase date. Registration rights: The Issuer does not intend to file a shelf registration statement under the Securities Act relating to the resale of the notes and any common stock issuable upon conversion of the notes. The Issuer has agreed to make a one-time payment equal to 25 basis points of the principal amount of the notes if as of any date during the six-month period commencing on the date that is six months after the original issue date of the notes it is not current with its filings (other than current reports on Form 8-K) under Section 13 or 15(d) of the Exchange Act, subject to a cure period. Ranking: The notes will be general unsecured and unsubordinated obligations of the Issuer, will rank equally in right of payment with all of the Issuer’s existing and future unsecured and unsubordinated indebtedness, and will rank senior in right of payment to all of the Issuer’s existing and future indebtedness that is expressly subordinated in right of payment to the notes. Listing: None Trade date: Xxxxx 0, 0000 Xxxxxxxxxx date: April 7, 2008 CUSIP: 78486Q AA9 ISIN: US78486QAA94.

Appears in 1 contract

Samples: Purchase Agreement (Palo Alto Networks Inc)

Appears in 1 contract

Samples: Purchase Agreement (Homeaway Inc)

Appears in 1 contract

Samples: Purchase Agreement (Par Pacific Holdings, Inc.)

Xtract Research LLC. The Company hereby agrees that the Initial ~~Purchaser~~ 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~~the 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 ~~QIBs~~“qualified institutional buyers” as defined in Rule 144A under the Securities Act. ~~[THE NEXT PAGE IS THE SIGNATURE PAGE]~~ If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us a counterpart hereof, whereupon~~ indicate your acceptance of this ~~instrument, along with all counterparts, will become a valid and legally binding agreement among~~ Agreement by signing in the ~~Company and the Initial Purchaser in accordance with its terms~~space provided below. Very truly yours, ~~SVB FINANCIAL GROUP By:~~ BridgeBio Pharma, Inc. By /s/ ~~XXXXXXX XXXXXXXXXXX~~ Xxxx Xxxxx Name: ~~Xxxxxxx Xxxxxxxxxxx~~ Xxxx Xxxxx Title: Chief ~~Financial~~ Executive Officer ~~CONFIRMED AND ACCEPTED as~~ Accepted: As of the date first written above ~~written:~~ X.X. XXXXXX SECURITIES ~~INC~~LLC For themselves and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. ByBy /s/ Xxxxx Xxxxx Authorized Signatory MIZUHO SECURITIES USA LLC For themselves and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx F. X. Xxxxx Authorized Signatory Initial Purchaser Principal Amount X.X. Xxxxxx Securities LLC $ 332,133,000 Mizuho Securities USA LLC $ 125,085,000 Xxxxxxx Xxxxx & Co. LLC $ 109,232,000 Xxxxxxxxx LLC $ 24,573,000 KKR Capital Markets LLC $ 19,659,000 SVB Leerink LLC $ 19,659,000 Xxxxx Xxxxxxx & Co. $ 19,659,000 Total $ 650,000,000 Term sheet containing the terms of the Securities, substantially in the form of Annex B. [Attached] FORM OF LOCK-UP AGREEMENT Lock-Up Agreement X.X. Xxxxxx Securities LLC As a representative of the several Initial Purchasers named in Schedule I of the Purchase Agreement c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: ~~/s/ XXXXXXX XXXXXXXXXXX Name~~BridgeBio Pharma, Inc. - Lock-Up Agreement Ladies and Gentlemen: ~~Xxxxxxx Xxxxxxxxxxx Title: Executive Director 1~~The undersigned, currently an owner of equity interests in BridgeBio Pharma, Inc., a Delaware corporation (the “Company”), understands that you, X.X. Xxxxxx Securities LLC (the “Releasing Initial Purchaser”), propose to enter into a Purchase Agreement on behalf of the several Initial Purchasers named in Schedule I to such agreement (collectively, the “Initial Purchasers”), with the Company, providing for the private offering (the “Offering”) of the Company’s Convertible Notes due 2028 (the “Securities”). The ~~initial offering price~~ Securities will be convertible into cash, shares of Common Stock (“Shares”), par value $0.001 per ~~$1,000 principal amount~~ share, of the ~~Securities shall be 100%~~ Company (the “Common Stock”), or a combination of cash and Common Stock, at the Company’s election. In consideration of the ~~principal amount thereof~~agreement by the Initial Purchasers to offer and sell the Securities, ~~plus accrued interest~~and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, ~~if any~~the undersigned agrees that, during the period beginning from the date of ~~issuance. 2. The purchase price per $1,000 principal amount~~ this Lock-Up Agreement and continuing to ~~be paid by~~ and including the ~~Initial Purchaser for~~ date that is 60 days after the ~~Securities shall be 97.5%~~ date of the ~~principal amount thereof. 3. Interest on~~ offering memorandum (the ~~Securities at a rate~~ “Offering Memorandum”) relating to the Offering (the “Offering Pricing Date” and such period, the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose 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 any shares of Common Stock ~~per $1,000 principal amount~~ of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any such offer, sale, pledge or disposition. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security convertible into or exchangeable for shares of Common Stock. In addition, the undersigned will not make any demand for the registration of the Undersigned Shares during the Lock-Up Period. Notwithstanding the foregoing, the undersigned may transfer or otherwise dispose of the Undersigned’s Shares: i. acquired in ~~accordance with~~ open market transactions after the ~~terms~~ Offering Pricing Date; ii. as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; iii. to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value; iv. by will or intestacy, provided that the legatee, heir or other transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein; v. to any immediate family member, provided that such family member agrees to be bound by the restrictions set forth herein; (A) by surrender or forfeiture of Shares or other securities of the Company to the Company to satisfy tax withholding obligations upon exercise or vesting or the exercise price upon a cashless net exercise, in each case, of share options, equity awards, warrants or other right to acquire Shares expiring during the Lock-Up Period pursuant to the Company’s equity incentive plans described in the Offering Memorandum (including the equity incentive plans listed as exhibits to the Company’s annual report on Form 10-K for the year ended December 31, 2019 and the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2020) or (B) through a “sell to cover” transaction for the purpose of satisfying tax withholding obligations upon the issuance of stock awards or vesting of restricted stock units pursuant to the Company’s equity incentive plans described in the Offering Memorandum (including the equity incentive plans listed as exhibits to the Company’s annual report on Form 10-K for the year ended December 31, 2019 and the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2020), provided that any filing made pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall include a footnote noting the circumstances described in this clause and no other public announcement shall be required or voluntarily made in connection with such transfer; vii. if the ~~Indenture. The conversion rate adjustments are summarized in the Preliminary Offering Memorandum. 5. The Securities will mature on April 15~~undersigned is a corporation, ~~2011~~partnership, ~~unless earlier converted~~ limited liability company, trust or ~~repurchased. 6. Prior~~ other business entity, pursuant to ~~the maturity date~~a distribution to its partners, ~~the Securities will not be redeemable at the option of the Company. 7. If a “fundamental change” occurs~~members or stockholders, subsidiaries or affiliates (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 multiples thereof) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued interest, if any, to, but excluding, the repurchase date. This pricing term sheet relates to the Notes (as such term is defined below) and should be read together with the Preliminary Offering Memorandum for the Notes dated March 31, 2008. This pricing term sheet supplements, and to the extent inconsistent supersedes, such Preliminary Offering Memorandum. Issuer: SVB Financial Group (“SIVB”) Ticker / Exchange: SIVB / The NASDAQ Global Select Market Title of securities: 3.875% Convertible Senior Notes due 2011 (the “Notes”) Aggregate principal amount offered: $200,000,000 Over-allotment option: $50,000,000 Annual interest rate: The Notes will bear cash interest at a rate of 3.875% per year. Last sale price of SIVB common stock: $42.95 Conversion premium: 23.5% Initial conversion price: Approximately $53.04 per share of SIVB common stock. Initial conversion rate: 18.8525 shares of SIVB common stock per $1,000 principal amount of Notes. Interest payment dates: Interest will accrue from April 7, 2008, and will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2008. Maturity date: April 15, 2011, subject to the earlier of repurchase or conversion. Call dates: The Notes are not redeemable prior to maturity. Put dates: Holders have the option to require the repurchase of their Notes as described under “Repurchase at the Option of the Holder upon a Fundamental Change” as described below. Dividend protection: The conversion rate will be adjusted for any distribution of cash to all or substantially all holders of SIVB common stock by a formula based on the amount per share of such distribution, as set forth in the Preliminary Offering Memorandum. Repurchase at the Option of the Holder upon a Fundamental Change: Upon a “fundamental change” as defined in the Preliminary Offering Memorandum the holders may require the Issuer to repurchase for cash any or all of their Notes, or any portion of the principal amount thereof, that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, including additional interest, to but excluding the fundamental change purchase date. Registration rights: The Issuer does not intend to file a shelf registration statement Rule 405 promulgated under the Securities Act ~~relating to the resale~~ of ~~the notes and any common stock issuable upon conversion of the notes. The Issuer has agreed to make a one-time payment equal to 25 basis points of the principal amount of the notes if~~ 1933, as of any date during the six-month period commencing on the date that is six months after the original issue date of the notes it is not current with its filings (other than current reports on Form 8-K) under Section 13 or 15(damended) of the ~~Exchange Act~~undersigned or to any investment fund or other entity that controls or manages the undersigned (or is under common control or management with the undersigned), ~~subject~~ provided that such transferee agrees to be bound by the restrictions set forth herein; viii. by operation of law or pursuant to a ~~cure period~~court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union; ix. ~~Ranking: The notes will be general unsecured and unsubordinated obligations~~ pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of shares of Common Stock involving a change of control of the ~~Issuer~~Company that, ~~will rank equally~~ in ~~right~~ each case, has been approved by the Company’s board of ~~payment with~~ directors, provided that all of the ~~Issuer~~Undersigned’s ~~existing and future unsecured and unsubordinated indebtedness~~Shares subject to the restrictions in this Lock-Up Agreement that are not so transferred, ~~and will rank senior~~ sold, tendered or otherwise disposed of remain subject to this Lock-Up Agreement, and, provided that in ~~right of payment~~ the event that the tender offer, merger, consolidation or other such transaction is not completed, the Shares owned by the undersigned shall remain subject to ~~all~~ the restrictions contained in this Lock-Up Agreement; and x. with the prior written consent of the ~~Issuer’s existing and future indebtedness that is expressly subordinated in right~~ Releasing Initial Purchaser on behalf of ~~payment to~~ the ~~notes. Listing: None Trade date: Xxxxx 0, 0000 Xxxxxxxxxx date: April 7, 2008 CUSIP: 78486Q AA9 ISIN: US78486QAA94~~Initial Purchasers.

Appears in 1 contract

Samples: Purchase Agreement (BridgeBio Pharma, Inc.)

Appears in 1 contract

Samples: Purchase Agreement (Cypress Semiconductor Corp /De/)

Appears in 1 contract

Samples: Purchase Agreement (Osi Systems Inc)

Xtract Research LLC. The Company hereby agrees that the Initial ~~Purchaser~~ 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 ~~QIBs~~“qualified institutional buyers” as defined in Rule 144A under the Securities Act. ~~[THE NEXT PAGE IS THE SIGNATURE PAGE]~~ If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us a counterpart hereof, whereupon~~ indicate your acceptance of this ~~instrument, along with all counterparts, will become a valid and legally binding agreement among~~ Agreement by signing in the ~~Company and the Initial Purchaser in accordance with its terms~~space provided below. Very truly yours, ~~SVB FINANCIAL GROUP~~ PALO ALTO NETWORKS, INC. By: /s/ ~~XXXXXXX XXXXXXXXXXX~~ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx ~~Xxxxxxxxxxx~~ Title: Chief Financial Officer ~~CONFIRMED AND ACCEPTED as~~ [Signature Page to the Purchase Agreement] Accepted: July 10, 2018 CITIGROUP GLOBAL MARKETS INC. XXXXX FARGO SECURITIES, LLC Acting severally on behalf of themselves and the ~~date first above written: X.X. XXXXXX SECURITIES INC~~several Initial Purchasers listed in Schedule 1 hereto. By: Citigroup Global Markets Inc. By: /s/ ~~XXXXXXX XXXXXXXXXXX~~ Xxxxx Xxxxxxxxx Name: ~~Xxxxxxx Xxxxxxxxxxx~~ Xxxxx Xxxxxxxxx Title: ~~Executive Director~~Managing Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director [Signature Page to the Purchase Agreement] Schedule 1 Initial Purchaser Principal Amount Citigroup Global Markets Inc. $ 900,000,000 Xxxxx Fargo Securities, LLC 300,000,000 Credit Suisse Securities (USA) LLC 150,000,000 Xxxxxx Xxxxxxx & Co. LLC 150,000,000 Total $ 1,500,000,000 Schedule 2 Significant Subsidiaries of the Company Palo Alto Networks Public Sector LLC Palo Alto Networks International, Inc. PAN C.V. Palo Alto Networks Holdings B.V. Palo Alto Networks (Netherlands) B.V. Annex A Form of Opinion of Counsel for the Company 1. The ~~initial offering price per $1,000 principal amount~~ Company is a corporation duly incorporated and validly existing under the laws of the ~~Securities shall be 100%~~ State of Delaware and is in good standing under such laws. The Company has requisite corporate power to own or lease its properties and carry on its business, as described in the ~~principal amount thereof, plus accrued interest, if any, from~~ Final Offering Memorandum. The Company is qualified to do business as a foreign corporation in the ~~date~~ State of ~~issuance~~California. 2. The ~~purchase price per $1,000 principal amount to be paid~~ execution and delivery of the Operative Documents have been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the ~~Initial Purchaser for the Securities shall be 97.5% of the principal amount thereof~~Company. 3. ~~Interest on~~ The Company has the ~~Securities at a rate~~ corporate power to execute and deliver the Operative Documents and to perform its obligations under the terms 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~~Operative Documents. 4. The Securities ~~shall be convertible~~ being issued on the date hereof are in ~~certain circumstances set forth~~ the form contemplated in the Indenture ~~into Common Stock at an initial rate~~ and have been duly authorized by all necessary corporate action of ~~18.8525~~ the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 5. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 6. The shares of Common Stock ~~per $1,000 principal amount~~ initially issuable upon conversion of the Securities (assuming full physical settlement of the Securities and ~~otherwise~~ including shares of Common Stock issuable with respect to any Make-Whole Fundamental Change (as defined in the Indenture)) (the “Shares”) have been duly authorized by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon due conversion of the Securities in accordance with the terms of the Securities and the ~~Indenture~~Indenture would, if issued today, be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 7. The ~~conversion rate adjustments~~ statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of Notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Certain U.S. Federal Income Tax Considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, are ~~summarized~~ fair summaries in all material respects. 9. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of Capital Stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 10. The Company is not, and immediately after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof as described in the Final Offering Memorandum, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 11. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) result in a violation of any Reviewed Judgment. 12. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the execution and delivery of the Purchase Agreement, the offer and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 13. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Annex B Time of Sale Information Term sheet containing the terms of the Securities, substantially in the form of Annex C. Annex C PALO ALTO NETWORKS, INC. Pricing Term Sheet PRICING TERM SHEET DATED July 10, 2018 PALO ALTO NETWORKS, INC. $1,500,000,000 PRINCIPAL AMOUNT OF 0.75% CONVERTIBLE SENIOR NOTES DUE 2023 The information in this pricing term sheet supplements Palo Alto Networks, Inc.’s preliminary offering memorandum dated July 9, 2018 (the “Preliminary Offering Memorandum”), and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum~~. 5~~. ~~The Securities will mature on April 15~~In all other respects, ~~2011, unless earlier converted or repurchased. 6. Prior~~ this term sheet is qualified in its entirety by reference 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~~ including all other documents incorporated by reference therein. References to “we,” “our,” “us” and “the ~~maturity date~~Company” refer only to Palo Alto Networks, ~~holders of Securities may require the Company~~ Inc. and not to repurchase all or a portion of their Securities for cash (in any case in principal amounts of $1,000 and integral multiples thereof) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued interest, if any, to, its consolidated subsidiaries. Terms used herein but ~~excluding, the repurchase date. This pricing term sheet relates to the Notes (as such term is~~ not defined below) and should be read together with the Preliminary Offering Memorandum for the Notes dated March 31, 2008. This pricing term sheet supplements, and to the extent inconsistent supersedes, such Preliminary Offering Memorandum. Issuer: SVB Financial Group (“SIVB”) Ticker / Exchange: SIVB / The NASDAQ Global Select Market Title of securities: 3.875% Convertible Senior Notes due 2011 (the “Notes”) Aggregate principal amount offered: $200,000,000 Over-allotment option: $50,000,000 Annual interest rate: The Notes will bear cash interest at a rate of 3.875% per year. Last sale price of SIVB common stock: $42.95 Conversion premium: 23.5% Initial conversion price: Approximately $53.04 per share of SIVB common stock. Initial conversion rate: 18.8525 shares of SIVB common stock per $1,000 principal amount of Notes. Interest payment dates: Interest will accrue from April 7, 2008, and will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2008. Maturity date: April 15, 2011, subject to the earlier of repurchase or conversion. Call dates: The Notes are not redeemable prior to maturity. Put dates: Holders herein shall have the option to require the repurchase of their Notes as described under “Repurchase at the Option of the Holder upon a Fundamental Change” as described below. Dividend protection: The conversion rate will be adjusted for any distribution of cash to all or substantially all holders of SIVB common stock by a formula based on the amount per share of such distribution, respective meanings as set forth in the Preliminary Offering Memorandum. ~~Repurchase~~ All references to dollar amounts are references to U.S. dollars. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for Common Stock: PANW/The New York Stock Exchange. Securities: 0.75% Convertible Senior Notes due 2023 (the “notes”). Principal Amount: $1,500,000,000. Over-allotment Option: $225,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2023, unless earlier repurchased or converted. No Redemption at Our Option: We may not redeem the Option of the Holder upon a Fundamental Change: Upon a “fundamental change” as defined in the Preliminary Offering Memorandum the holders may require the Issuer to repurchase for cash any or all of their Notes, or any portion of the principal amount thereof, that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, including additional interest, to but excluding the fundamental change purchase date. Registration rights: The Issuer does not intend to file a shelf registration statement under the Securities Act relating notes prior to the ~~resale of the notes~~ maturity date, and ~~any common stock issuable upon conversion of~~ no “sinking fund” is provided for the notes. The Issuer has agreed to make a one-time payment equal to 25 basis points of the principal amount of the notes if as of any date during the six-month period commencing on the date that is six months after the original issue date of the notes it is not current with its filings (other than current reports on Form 8-K) under Section 13 or 15(d) of the Exchange Act, subject to a cure period. Ranking: The notes will be general unsecured and unsubordinated obligations of the Issuer, will rank equally in right of payment with all of the Issuer’s existing and future unsecured and unsubordinated indebtedness, and will rank senior in right of payment to all of the Issuer’s existing and future indebtedness that is expressly subordinated in right of payment to the notes. Listing: None Trade date: Xxxxx 0, 0000 Xxxxxxxxxx date: April 7, 2008 CUSIP: 78486Q AA9 ISIN: US78486QAA94.

Appears in 1 contract

Samples: Purchase Agreement

Appears in 1 contract

Samples: Purchase Agreement (SYNAPTICS Inc)

Xtract Research LLC. The Company hereby agrees that the Initial ~~Purchaser~~ Purchasers may provide copies of the Preliminary Offering Memorandum and the ~~Final~~ final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating ~~thereto, including, without limitation, any trust indentures,~~ thereto 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~~“qualified institutional buyers” as defined in Rule 144A under the Securities Act. ~~[THE NEXT PAGE IS THE SIGNATURE PAGE]~~ If the foregoing is in accordance with your ~~understanding of our agreement~~understanding, please ~~sign and return to us a counterpart hereof, whereupon~~ indicate your acceptance of this ~~instrument, along with all counterparts, will become a valid and legally binding agreement among~~ Agreement by signing in the ~~Company and the Initial Purchaser in accordance with its terms~~space provided below. 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~~ TEAM, INC. By: /s/ ~~XXXXXXX XXXXXXXXXXX~~ Xxxxx X. Xxxxxxxx Name: ~~Xxxxxxx Xxxxxxxxxxx~~ Xxxxx X. Xxxxxxxx Title: Executive ~~Director 1. The initial offering price per $1,000 principal amount~~ Vice President, Administration and Chief Legal Officer Accepted: As of the ~~Securities shall be 100%~~ date first written above XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC For themselves and on behalf of the ~~principal amount thereof~~several Initial Purchasers listed in Schedule 1 hereto. XXXXXXX LYNCH, ~~plus accrued interest~~PIERCE, ~~if any~~XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxxx Xxxxxxx X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx X. Xxxx Xxxxxxx Lynch, ~~from the date~~ Pierce, Xxxxxx & Xxxxx Incorporated $ 80,000,000 X.X. Xxxxxx Securities LLC 80,000,000 BB&T Capital Markets, a division of ~~issuance.~~BB&T Securities, LLC 20,000,000 BBVA Securities Inc. 20,000,000 TOTAL $ 200,000,000 COMPANY JURISDICTION / STATE OF ORGANIZATION Team Industrial Services, Inc Texas TISI Canada Inc. Ontario, Canada Team QualSpec, LLC Delaware Quest Integrity USA, LLC Texas QualSpec LLC Delaware Furmanite America, LLC Virginia Furmanite Australia Pty. Ltd. Australia Furmanite Worldwide, LLC Delaware COMPANY JURISDICTION / STATE OF ORGANIZATION TISI Pipelines, Inc. Delaware TQ Acquisition, Inc. Texas Quest Integrity Group, LLC Delaware Quest Integrity CAN Ltd. Canada Quest Integrity NZL Limited New Zealand Quest Integrity MYS Sdn Bhd Malaysia Quest Integrity AUS Pty Limited Australia Quest Integrity EU Holdings B.V. Netherlands Quest Integrity NLD B.V. Netherlands Quest Integrity Saudi Arabia Co. LTD Saudi Arabia Quest Integrity Deutschland GmbH Germany Quest Integrity USA, LLC Texas Quest Integrity MEX S.A. de C.V. Mexico Team Industrial Services, Inc. Texas Global Ascent, LLC California TCI Services Holdings, LLC Delaware TCI Services, LLC Oklahoma Tank Consultants, LLC Oklahoma Tank Consultants Mechanical Services, LLC Oklahoma Team Industrial Services International, Inc. Delaware Team Mexico Holdings, LLC Texas Team Industrial Services Latin America, S. de X.X. de C.V. Mexico TISI Acquisition Inc. Canada TISI Canada Inc. Canada TISI VI, LLC USVI Team Industrial Services Asia Private Ltd. Singapore Team Industrial Services Trinidad, Ltd. Trinidad, West Indies T.I.S.I. Trinidad Limited Trinidad, West Indies COMPANY JURISDICTION / STATE OF ORGANIZATION Team Industrial Services Europe B.V. Netherlands Team Industrial Services Netherlands B.V. Netherlands Teaminc Europe B.V. Netherlands Team Industrial Services Belgium BVBA Belgium Team Industrial Services (UK) Limited United Kingdom Team Valve Repair Services B.V. Netherlands Team Industrial Services Deutschland GmbH Germany Team Industrial Services Malaysia Sdn Bhd Malaysia Team Industrial Services (UK) Holding Limited United Kingdom Team Valve and Rotating Services Limited United Kingdom TISI do Brasil—Servicos Industriais Ltda. Brazil DK Valve & Supply, LLC California Team Technical School, LLC Texas Rocket Acquisition, LLC Delaware Team Qualspec, LLC Delaware Qualspec LLC Delaware Quantapoint, LLC Delaware A&M Beheer, B.V. Netherlands Turbinate International, B.V. Netherlands RETESO International, B.V. Netherlands Quality Inspection Services BV Netherlands Quality Inspection Services BVBA Belgium Threshold Inspection & Application Training Europe BV Netherlands Furmanite, LLC Delaware Xanser Services LLC Delaware Furmanite Germany, LLC Delaware Furmanite GmBH Germany Furmanite Worldwide, LLC Delaware Xtria LLC Delaware Kaneb Financial, LLC Delaware Aggressive Equipment Leasing Company Delaware Xanser Investment, LLC Delaware Furmanite Offshore Services, Inc. Delaware Self Leveling Machines, LLC Texas Furmanite International Finance Limited United Kingdom Furmanite America, LLC Virginia Advanced Integrity Solutions, LLC Texas Furmanite Canada Corp. Canada Furmanite Louisiana LLC Delaware Furmanite Arub II, N.V. Aruba Furmanite B.V. Netherlands Furmanite GSG BVBA Belgium Furmanite AB Sweden COMPANY JURISDICTION / STATE OF ORGANIZATION Furmanite A/S Denmark Furmanite Limited United Kingdom Furmanite 1986 United Kingdom Furmanite GSG Limited United Kingdom TeamFurmanite Ltd. United Kingdom Furmanite West Africa Ltd. Nigeria Furmanite Middle East SPC Bahrain Aggressive Equipment Company Ltd. United Kingdom Furmanite Kazakhstan LLP Kazakhstan Furmanite SAS France Furmanite AS Norway Furmanite Malaysia LLC Delaware Furmanite Australia Pty. Ltd. Australia Furmanite Holding B.V. Netherlands Furmanite NZ Limited New Zealand Furmanite Mechanical Technology Services Co., Ltd. China Furmanite Singapore PTE Ltd. Singapore ~~2. The purchase price per $1,000 principal amount to be paid by the Initial Purchaser for the Securities shall be 97.5%~~ a. Additional Time 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~~Sale Information PRICING TERM SHEET Dated July 25, 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 multiples thereof) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued interest, if any, to, but excluding, the repurchase date. This pricing term sheet relates to the Notes (as such term is defined below) and should be read together with the Preliminary Offering Memorandum for the Notes dated March 31, 2008. This pricing term sheet supplements, and to the extent inconsistent supersedes, such Preliminary Offering Memorandum. Issuer: SVB Financial Group (“SIVB”) Ticker / Exchange: SIVB / The NASDAQ Global Select Market Title of securities: 3.875% Convertible Senior Notes due 2011 (the “Notes”) Aggregate principal amount offered: $200,000,000 Over-allotment option: $50,000,000 Annual interest rate: The Notes will bear cash interest at a rate of 3.875% per year. Last sale price of SIVB common stock: $42.95 Conversion premium: 23.5% Initial conversion price: Approximately $53.04 per share of SIVB common stock. Initial conversion rate: 18.8525 shares of SIVB common stock per $1,000 principal amount of Notes. Interest payment dates: Interest will accrue from April 7, 2008, and will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2008. Maturity date: April 15, 2011, subject to the earlier of repurchase or conversion. Call dates: The Notes are not redeemable prior to maturity. Put dates: Holders have the option to require the repurchase of their Notes as described under “Repurchase at the Option of the Holder upon a Fundamental Change” as described below. Dividend protection: The conversion rate will be adjusted for any distribution of cash to all or substantially all holders of SIVB common stock by a formula based on the amount per share of such distribution, as set forth in the Preliminary Offering Memorandum. Repurchase at the Option of the Holder upon a Fundamental Change: Upon a “fundamental change” as defined in the Preliminary Offering Memorandum the holders may require the Issuer to repurchase for cash any or all of their Notes, or any portion of the principal amount thereof, that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, including additional interest, to but excluding the fundamental change purchase date. Registration rights: The Issuer does not intend to file a shelf registration statement under the Securities Act relating to the resale of the notes and any common stock issuable upon conversion of the notes. The Issuer has agreed to make a one-time payment equal to 25 basis points of the principal amount of the notes if as of any date during the six-month period commencing on the date that is six months after the original issue date of the notes it is not current with its filings (other than current reports on Form 8-K) under Section 13 or 15(d) of the Exchange Act, subject to a cure period. Ranking: The notes will be general unsecured and unsubordinated obligations of the Issuer, will rank equally in right of payment with all of the Issuer’s existing and future unsecured and unsubordinated indebtedness, and will rank senior in right of payment to all of the Issuer’s existing and future indebtedness that is expressly subordinated in right of payment to the notes. Listing: None Trade date: Xxxxx 0, 0000 Xxxxxxxxxx date: April 7, 2008 CUSIP: 78486Q AA9 ISIN: US78486QAA942017

Appears in 1 contract

Samples: Purchase Agreement (Team Inc)

Appears in 1 contract

Samples: Purchase Agreement (Blackhawk Network Holdings, Inc)

Appears in 1 contract

Samples: Purchase Agreement (Lci Industries)

Common use of Xtract Research LLC Clause in Contracts