Item 1.01 Entry into a Material Definitive Agreement.
On the Closing Date, the Company and
As a result of the Merger, and pursuant to the First Supplemental Indenture,
from and after the Effective Time (as defined in the Merger Agreement), the
right to convert each
The foregoing descriptions of the Base Indenture and First Supplemental
Indenture and the transactions contemplated thereby are subject to and qualified
in their entirety by reference to the full text of the Base Indenture and
Supplemental Indenture. A copy of the Base Indenture was filed as Exhibit 4.1 to
the Current Report on Form 8-K filed by the Company with the
Item 1.02 Termination of a Material Definitive Agreement.
Termination of the Credit Agreement
On the Closing Date, in connection with the consummation of the Merger, the
Company terminated and repaid in full all outstanding obligations due under the
Second Amended and Restated Credit Agreement, dated as of
Termination of Capped Call Transactions
On
In connection with the Merger, the Company entered into a termination agreement with each Capped Call Counterparty pursuant to which the Capped Call Transactions with such Capped Call Counterparty terminated upon the closing of the Merger in exchange for an agreed-upon cash payment from such Capped Call Counterparty payable on the Closing Date.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, at the Effective Time, each share of common stock, par
value
In addition, at the Effective Time, unless otherwise mutually agreed by Parent
and the Company, or by Parent and the applicable holder, after consultation with
the Company, each option to purchase Shares (a "Company Option") that was
granted under the Company's 2006 Stock Incentive Plan, the Company's Amended and
Restated 2015 Equity Incentive Plan and the
Each restricted stock unit that was subject to only time-based vesting
conditions (a "Restricted Stock Unit") that was granted under the Company Stock
Plans and was outstanding as of immediately prior to the Effective Time, whether
vested or unvested, was, unless otherwise mutually agreed by Parent and the
Company, or by Parent and the applicable holder, after consultation with the
Company, terminated and cancelled in exchange for: (i) with respect to
Restricted Stock Units that vested in accordance with their terms on or prior to
the Effective Time but had not yet been paid, the right to receive a lump sum
cash payment in the amount equal to (A) the number of Shares underlying such
Restricted Stock Unit, multiplied by (B) the Merger Consideration; and (ii) with
respect to all other Restricted Stock Units, a new cash-based award representing
the right to receive an unvested amount in cash equal to (A) the number of
Shares underlying such Restricted Stock Unit, multiplied by (B) the Merger
Consideration, vesting, subject to the continued employment of the former holder
of such Restricted Stock Unit with Parent and its Affiliates (including the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified The NASDAQ
Global Select Market ("NASDAQ") on the Closing Date that the Certificate of
Merger had been filed with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Merger, at the Effective Time, holders of Shares immediately before the Effective Time ceased to have any rights as stockholders in the Company (other than their rights, if such right exists, to receive the Merger Consideration pursuant to the Merger Agreement).
Item 5.01 Changes in Control of Company.
The information set forth in the Introduction and under Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred, and the
Company became an indirect wholly-owned subsidiary of Parent. The transaction
resulted in the payment of approximately
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, pursuant to the terms of the Merger Agreement,
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Effective upon completion of the Merger, all of the incumbent officers of the
Company as of immediately prior to the effectiveness of the Merger remained in
place as officers of the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Merger, on the Closing Date, the
Company filed with the Secretary of State of the
Item 8.01 Other Events.
On the Closing Date, the Company issued a press release announcing that the closing of the Merger and the delisting of the Shares from NASDAQ constituted a Fundamental Change and Make-Whole Fundamental Change (each as defined in the Convertible Notes Indenture). A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.
The information in this item 8.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
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