Common use of Running Managers Clause in Contracts

Running Managers. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, Barclays Capital Inc. and RBC Capital Markets, LLC 2018 Notes Make-Whole Table: The following table sets forth the number of additional shares by which the conversion rate for the 2018 notes will be increased per $1,000 principal amount of 2018 notes for each stock price and effective date set forth below: September 10, 2013 3.9427 3.3117 2.5910 2.0615 1.4399 0.9769 0.6154 0.3703 0.2367 0.1460 0.0810 0.0396 September 1, 2014 3.9427 3.2588 2.5017 1.9523 1.3192 0.8603 0.5159 0.2944 0.1796 0.1053 0.0543 0.0227 September 1, 2015 3.9427 3.1725 2.3695 1.7960 1.1528 0.7070 0.3929 0.2071 0.1191 0.0664 0.0321 0.0113 September 1, 2016 3.9427 3.0384 2.1716 1.5678 0.9196 0.5043 0.2432 0.1116 0.0588 0.0308 0.0134 0.0026 September 1, 2017 3.9427 2.8274 1.8491 1.1988 0.5648 0.2291 0.0734 0.0227 0.0095 0.0035 0.0000 0.0000 September 1, 2018 3.9427 2.6830 1.2015 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock price and effective date may not be set forth in the table above, in which case: · if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate for the 2018 notes will be increased will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year; · if the stock price is more than $300.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate for the 2018 notes; and · if the stock price is less than $62.21 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate for the 2018 notes. Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of 2018 notes exceed 16.0745 shares of our common stock, subject to adjustment in the same manner, at the same time and for the same events as the conversion rate as set forth under “Description of Notes—Conversion Rate Adjustments” in the Preliminary Offering Memorandum.

Appears in 1 contract

Sources: Purchase Agreement (Cubist Pharmaceuticals Inc)

Running Managers. ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co. LLC, Barclays Capital ▇▇▇▇▇ Incorporated and Citigroup Global Markets Inc. and RBC Capital Markets, LLC 2018 Listing: The Notes will not be listed on any securities exchange. CUSIP Number: 03762U AA3 ISIN Number: US03762UAA34 Increase in Conversion Rate Upon Conversion Upon a Make-Whole Tablewhole Fundamental Change: The following table sets forth the number of additional shares by which the conversion rate for the 2018 notes will be increased per $1,000 principal amount of 2018 notes Notes for each stock price and effective date set forth below: September 10, 2013 3.9427 3.3117 2.5910 2.0615 1.4399 0.9769 0.6154 0.3703 0.2367 0.1460 0.0810 0.0396 September 1March 17, 2014 3.9427 3.2588 2.5017 1.9523 1.3192 0.8603 0.5159 0.2944 0.1796 0.1053 0.0543 0.0227 September 15.5364 4.1366 3.1621 2.2422 1.6241 1.0445 0.5892 0.2713 0.0930 0.0197 0.0011 0.0000 March 15, 2015 3.9427 3.1725 2.3695 1.7960 1.1528 0.7070 0.3929 0.2071 0.1191 0.0664 0.0321 0.0113 September 15.5364 4.9220 3.8574 2.8458 2.1591 1.5001 0.9603 0.5382 0.2443 0.0811 0.0156 0.0003 March 15, 2016 3.9427 3.0384 2.1716 1.5678 0.9196 0.5043 0.2432 0.1116 0.0588 0.0308 0.0134 0.0026 September 15.5364 5.4247 4.2925 3.2110 2.4724 1.7629 1.1743 0.7025 0.3550 0.1403 0.0369 0.0041 March 15, 2017 3.9427 2.8274 1.8491 1.1988 0.5648 0.2291 0.0734 0.0227 0.0095 0.0035 0.0000 0.0000 September 15.5364 5.5090 4.3334 3.2143 2.4533 1.7276 1.1307 0.6597 0.3212 0.1200 0.0299 0.0024 March 15, 2018 3.9427 2.6830 1.2015 5.5364 4.9790 3.7732 2.6489 1.9013 1.2133 0.6828 0.3165 0.1104 0.0242 0.0014 0.0000 March 15, 2019 5.5364 3.4586 1.7780 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock price prices and effective date dates may not be set forth in the table above, in which case: · if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate for the 2018 notes will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365365- or 366-day year, as applicable; · if the stock price is more greater than $300.00 22.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate; and • if the stock price is less than $16.42 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate for the 2018 notes; and · if the stock price is less than $62.21 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate for the 2018 notes. Notwithstanding the foregoing, in no event will the conversion rate be increased pursuant to the provisions described in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate Upon Conversion Upon a Make-whole Fundamental Change” to exceed 60.9013 shares of common stock per $1,000 principal amount of 2018 notes exceed 16.0745 shares of our common stocknotes, subject to adjustment in the same manner, at the same time and for the same events manner as the conversion rate as set forth in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Conversion Rate Adjustments.The disclosure in the Preliminary Offering Memorandum.Prospectus Supplement under the heading “Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends” is supplemented by the following: Pro forma ratio of earnings to fixed charges(1) 4.85 Pro forma ratio of earnings to combined fixed charges and preferred stock dividends(1) 3.36

Appears in 1 contract

Sources: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

Running Managers. ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co. LLC, Barclays Capital ▇▇▇▇▇ Incorporated and Citigroup Global Markets Inc. and RBC Capital Markets, LLC 2018 Listing: The Notes will not be listed on any securities exchange. CUSIP Number: 03762U AA3 ISIN Number: US03762UAA34 Increase in Conversion Rate Upon Conversion Upon a Make-Whole Tablewhole Fundamental Change: The following table sets forth the number of additional shares by which the conversion rate for the 2018 notes will be increased per $1,000 principal amount of 2018 notes Notes for each stock price and effective date set forth below: September 10, 2013 3.9427 3.3117 2.5910 2.0615 1.4399 0.9769 0.6154 0.3703 0.2367 0.1460 0.0810 0.0396 September 1March 17, 2014 3.9427 3.2588 2.5017 1.9523 1.3192 0.8603 0.5159 0.2944 0.1796 0.1053 0.0543 0.0227 September 15.5364 4.1366 3.1621 2.2422 1.6241 1.0445 0.5892 0.2713 0.0930 0.0197 0.0011 0.0000 March 15, 2015 3.9427 3.1725 2.3695 1.7960 1.1528 0.7070 0.3929 0.2071 0.1191 0.0664 0.0321 0.0113 September 15.5364 4.9220 3.8574 2.8458 2.1591 1.5001 0.9603 0.5382 0.2443 0.0811 0.0156 0.0003 March 15, 2016 3.9427 3.0384 2.1716 1.5678 0.9196 0.5043 0.2432 0.1116 0.0588 0.0308 0.0134 0.0026 September 15.5364 5.4247 4.2925 3.2110 2.4724 1.7629 1.1743 0.7025 0.3550 0.1403 0.0369 0.0041 March 15, 2017 3.9427 2.8274 1.8491 1.1988 0.5648 0.2291 0.0734 0.0227 0.0095 0.0035 0.0000 0.0000 September 15.5364 5.5090 4.3334 3.2143 2.4533 1.7276 1.1307 0.6597 0.3212 0.1200 0.0299 0.0024 March 15, 2018 3.9427 2.6830 1.2015 5.5364 4.9790 3.7732 2.6489 1.9013 1.2133 0.6828 0.3165 0.1104 0.0242 0.0014 0.0000 March 15, 2019 5.5364 3.4586 1.7780 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock price prices and effective date dates may not be set forth in the table above, in which case: · ¡ if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate for the 2018 notes will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365365- or 366-day year, as applicable; · ¡ if the stock price is more greater than $300.00 22.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate for the 2018 notesrate; and · ¡ if the stock price is less than $62.21 16.42 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate for the 2018 notesrate. Notwithstanding the foregoing, in no event will the conversion rate be increased pursuant to the provisions described in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate Upon Conversion Upon a Make-whole Fundamental Change” to exceed 60.9013 shares of common stock per $1,000 principal amount of 2018 notes exceed 16.0745 shares of our common stockNotes, subject to adjustment in the same manner, at the same time and for the same events manner as the conversion rate as set forth in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Conversion Rate Adjustments.The Issuer has filed a registration statement (including a prospectus), and the Preliminary Prospectus Supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the Preliminary Prospectus Supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC website at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter, or any dealer participating in the Preliminary Offering Memorandumoffering will arrange to send you the prospectus if you request it by calling ▇.▇. ▇▇▇▇▇▇ Securities LLC toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇ or Citigroup Global Markets Inc. toll free at 1-800-831-9146. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Appears in 1 contract

Sources: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)