Common use of Convertible Notes Offering Clause in Contracts

Convertible Notes Offering. Securities Offered: 2.125% Convertible Senior Notes due 2026 (the “Notes”). Aggregate Principal Amount Offered: $700,000,000 aggregate principal amount of Notes (or $805,000,000 aggregate principal amount if the underwriters’ over-allotment option to purchase up to an additional $105,000,000 principal amount of Notes is exercised in full). Maturity Date: September 1, 2026, unless earlier repurchased or converted. Interest Rate: 2.125% per annum, accruing from the Settlement Date. Interest Payment Dates: March 1 and September 1 of each year, beginning on March 1, 2017. Public Offering Price: 100% of the principal amount of the Notes plus accrued interest, if any, from the Settlement Date. Trade Date: September 9, 2016. Settlement Date: September 14, 2016. Conversion Premium: Approximately 33.33% above the Price to the Public of the Common Stock. Initial Conversion Price: Approximately $8.00 per share of Common Stock. Initial Conversion Rate: 125.0031 shares of Common Stock per $1,000 principal amount of Notes. No Redemption: The Issuer may not redeem the Notes prior to the Maturity Date and no “sinking fund” is provided for the Notes, which means that the Issuer is not required to redeem or retire the Notes periodically. Underwriting Discount: $27.50 per Note. Approximately $19.3 million in aggregate (or approximately $22.1 million in aggregate if the underwriters exercise their over-allotment option in full).