To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: Morgan Stanley & Co. LLC Re: Additional Call Option Transaction Date: May 10, 2023Additional Call Option Transaction • May 12th, 2023 • Wayfair Inc. • Retail-catalog & mail-order houses
Contract Type FiledMay 12th, 2023 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Kate Gulliver Telephone No.: Email: From: BNP Paribas Re: Additional Call Option Transaction Date: May 10, 2023Additional Call Option Transaction • May 12th, 2023 • Wayfair Inc. • Retail-catalog & mail-order houses
Contract Type FiledMay 12th, 2023 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between BNP Paribas (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
To: Sarepta Therapeutics, Inc. 215 First Street, Suite 415 Cambridge, MA 02142 Attention: General Counsel Telephone No.: (617) 274-4000 From: Goldman Sachs & Co. LLC Re: Additional Call Option Transaction Date: September 14, 2022Additional Call Option Transaction • September 19th, 2022 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledSeptember 19th, 2022 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”) and Sarepta Therapeutics, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
To: Sarepta Therapeutics, Inc. 215 First Street, Suite 415 Cambridge, MA 02142 Attention: General Counsel Telephone No.: (617) 274-4000 From: RBC Capital Markets, LLC, as Agent for Royal Bank of Canada Re: Additional Call Option Transaction Date:...Additional Call Option Transaction • September 19th, 2022 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledSeptember 19th, 2022 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Royal Bank of Canada (“Dealer”), represented by RBC Capital Markets, LLC (“Agent”), and Sarepta Therapeutics, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Jefferies International Limited 100 Bishopsgate London EC2N 4JL United Kingdom c/o Jefferies LLC, as agent for Jefferies International Limited 520 Madison Avenue New York, NY 10022 Telephone: 212-284-2300 June 2, 2022Additional Call Option Transaction • June 7th, 2022 • CONMED Corp • Electromedical & electrotherapeutic apparatus
Contract Type FiledJune 7th, 2022 Company IndustryThe definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated June 1, 2022 (the “Offering Memorandum”) relating to the 2.25% Convertible Senior Notes due 2027 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 700,000,000 (as increased to an aggregate principal amount of USD 800,000,000 pursuant to the exercise by the Initial Purchasers (as defined herein) of their option to purchase additional Convertible Notes pursuant to the Pur
Dealer address]Additional Call Option Transaction • October 1st, 2021 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities
Contract Type FiledOctober 1st, 2021 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Brookdale Senior Living Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
ContractAdditional Call Option Transaction • May 14th, 2021 • Lci Industries • Motor vehicle parts & accessories
Contract Type FiledMay 14th, 2021 Company IndustryCertain account details on page 17 have been redacted as they are both 1) immaterial and 2) the type of information that the Registrant customarily treats as private and confidential. Redacted information is indicated with [***].
From: Goldman Sachs & Co. LLC New York, New York 10282-2198 Telephone No.: 212-902-1000 To: Fiverr International Ltd. Tel Aviv 6473409, Israel Re: Additional Call Option TransactionAdditional Call Option Transaction • October 13th, 2020 • Fiverr International Ltd. • Services-business services, nec
Contract Type FiledOctober 13th, 2020 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”) and Fiverr International Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
October 8, 2020Additional Call Option Transaction • October 13th, 2020 • Fiverr International Ltd. • Services-business services, nec
Contract Type FiledOctober 13th, 2020 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Société Générale (“Dealer”) and Fiverr International Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
May 14, 2020Additional Call Option Transaction • May 15th, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York
Contract Type FiledMay 15th, 2020 Company Industry JurisdictionThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of Montreal (“Dealer”), and Pioneer Natural Resources Company (“Counterparty”) as of the Trade Date specified below (the “Transaction”). Dealer is acting as principal in the Transaction and BMO Capital Markets Corp. (“Agent”), its affiliate, is acting as agent for the Transaction solely in connection with Rule 15a-6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: May 14, 2020 To: Pioneer Natural Resources Company Irving, Texas 75038 Attention: Telephone No.: Facsimile No.: Re: Additional Call Option TransactionAdditional Call Option Transaction • May 15th, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York
Contract Type FiledMay 15th, 2020 Company Industry JurisdictionThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”), and Pioneer Natural Resources Company (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010Additional Call Option Transaction • May 15th, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York
Contract Type FiledMay 15th, 2020 Company Industry JurisdictionThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, and Pioneer Natural Resources Company (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
April 2, 2020Additional Call Option Transaction • April 7th, 2020 • Nevro Corp • Surgical & medical instruments & apparatus
Contract Type FiledApril 7th, 2020 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. International plc (“Dealer”) and Nevro Corp. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Wells Fargo Bank, National Association New York, New York 10001-2170Additional Call Option Transaction • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus
Contract Type FiledFebruary 7th, 2020 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Wells Fargo Bank, National Association (“Dealer”) and Integra LifeSciences Holdings Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036 February 5, 2020Additional Call Option Transaction • February 7th, 2020 • Integra Lifesciences Holdings Corp • Surgical & medical instruments & apparatus • England
Contract Type FiledFebruary 7th, 2020 Company Industry JurisdictionThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. International plc (“Dealer”) and Integra LifeSciences Holdings Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior written or oral communications with respect thereto.
December 18, 2019Additional Call Option Transaction • December 20th, 2019 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design
Contract Type FiledDecember 20th, 2019 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of America, N.A. (“Dealer”) and Allscripts Healthcare Solutions, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
October 4, 2019 To: Zillow Group, Inc. 1301 2nd Ave, Floor 31 Seattle, WA 98101 Attention: Allen Parker Telephone No.: ### Email: ###Additional Call Option Transaction • October 9th, 2019 • Zillow Group, Inc. • Services-business services, nec • New York
Contract Type FiledOctober 9th, 2019 Company Industry JurisdictionThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”) and Zillow Group, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036 October 4, 2019 To: Zillow Group, Inc. 1301 2nd Ave, Floor 31 Seattle, WA 98101 Attention: Allen Parker Telephone No.: ### Email: ###Additional Call Option Transaction • October 9th, 2019 • Zillow Group, Inc. • Services-business services, nec • New York
Contract Type FiledOctober 9th, 2019 Company Industry JurisdictionThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Zillow Group, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer address]Additional Call Option Transaction • June 11th, 2019 • Coupa Software Inc • Services-prepackaged software
Contract Type FiledJune 11th, 2019 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Coupa Software Incorporated (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
To: Wayfair Inc. 4 Copley Place, 7th Floor Boston, Massachusetts 02116 Attention: Michael Fleisher Telephone No.: (617) 205-7939 Email: mfleisher@wayfair.com From: Morgan Stanley & Co. LLC Re: Additional Call Option Transaction Date: November 27, 2018Additional Call Option Transaction • November 29th, 2018 • Wayfair Inc. • Retail-catalog & mail-order houses
Contract Type FiledNovember 29th, 2018 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Wayfair Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
To: Sarepta Therapeutics, Inc. 215 First Street, Suite 415 Cambridge, MA 02142 Attention: General Counsel Telephone No.: (617) 274-4000 A/C: 052201829 From: Goldman Sachs & Co. LLC Re: Additional Call Option Transaction Date: November 9, 2017Additional Call Option Transaction • November 14th, 2017 • Sarepta Therapeutics, Inc. • Pharmaceutical preparations
Contract Type FiledNovember 14th, 2017 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”) and Sarepta Therapeutics, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Insert Dealer Name] [Insert Dealer Address]Additional Call Option Transaction • September 15th, 2017 • Workday, Inc. • Services-computer processing & data preparation
Contract Type FiledSeptember 15th, 2017 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Workday, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
May 22, 2017 To: Kaman Corporation Bloomfield, CT 06002 Attention: VP-Treasurer Telephone No.: 860-243-7910 Facsimile No.: 860-243-6365Additional Call Option Transaction • May 25th, 2017 • KAMAN Corp • Wholesale-machinery, equipment & supplies
Contract Type FiledMay 25th, 2017 Company IndustryThe definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated May 8, 2017 (the “Offering Memorandum”) relating to the 3.25% Convertible Senior Notes due 2024 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 175,000,000 (as increased by an aggregate principal amount of USD 25,000,000 pursuant to the exercise by the Initial Purchasers (as defined herein) of their over-allotment option pursuant to the Purchase Agreement (the “Purcha
JPMorgan Chase Bank, National AssociationAdditional Call Option Transaction • May 25th, 2017 • KAMAN Corp • Wholesale-machinery, equipment & supplies
Contract Type FiledMay 25th, 2017 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Kaman Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000Additional Call Option Transaction • December 23rd, 2013 • Spectrum Pharmaceuticals Inc • Pharmaceutical preparations
Contract Type FiledDecember 23rd, 2013 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Royal Bank of Canada (“Dealer”) and Spectrum Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
Dealer]Additional Call Option Transaction • November 13th, 2013 • ServiceNow, Inc. • Services-prepackaged software • New York
Contract Type FiledNovember 13th, 2013 Company Industry JurisdictionThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] plc (“Dealer”) and ServiceNow, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Dealer name] [Address]Additional Call Option Transaction • June 24th, 2013 • Workday, Inc. • Services-computer processing & data preparation
Contract Type FiledJune 24th, 2013 Company IndustryThe purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) [through its agent [ ], Inc. (the “Agent”)] and Workday, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. [Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”). Dealer is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]
May 15, 2013Additional Call Option Transaction • May 20th, 2013 • Shutterfly Inc • Services-photofinishing laboratories
Contract Type FiledMay 20th, 2013 Company IndustryThis Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated May 14, 2013, (the “Offering Memorandum”) relating to the 0.25% Convertible Senior Notes due 2018 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued