of the Common Stock for at least 20 of the 30 consecutive trading days immediately prior to any date Rambus gives a notice of redemption is greater than 130% of the conversion price on the date of such notice.
Upon the occurrence of a fundamental change, holders may require Rambus to repurchase some or all of their Notes for cash at a price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest, if any. In addition, upon the occurrence of certain fundamental changes, as that term is defined in the Indenture, Rambus will, in certain circumstances, increase the conversion rate for Notes converted in connection with such fundamental changes by a specified number of shares of Common Stock. The Notes are Rambus' general unsecured obligations, ranking equally in right of payment to all of Rambus' existing and future senior indebtedness and senior in right of payment to any of Rambus' future indebtedness that is expressly subordinated to the Notes. Rambus' obligations under the Notes are not be guaranteed by any of its subsidiaries, are effectively subordinated in right of payment to Rambus' future secured indebtedness to the extent of the collateral securing such obligations and are structurally subordinated in right of payment to all existing and future obligations of Rambus' subsidiaries, including trade credit.
The following events are considered "Events of Default," which may result in the acceleration of the maturity of the Notes:
(1) default in the payment when due of any principal of any of the Notes at maturity, upon redemption or upon exercise of a repurchase right or otherwise;

(2) default in the payment of any interest, including additional interest, if any, on any of the Notes, when the interest becomes due and payable, and continuance of such default for a period of 30 days;

(3) Rambus' failure to deliver cash or cash and shares of Common Stock (including any additional shares deliverable as a result of a conversion in connection with a make-whole fundamental change) when required to be delivered upon the conversion of any Note;

(4) default in Rambus' obligation to provide notice of the occurrence of a fundamental change when required by the Indenture;

(5) Rambus' failure to comply with any of its other agreements in the Notes or the Indenture (other than those referred to in clauses (1) through
(4) above) for 60 days after Rambus' receipt of written notice to Rambus of such default from the trustee or to Rambus and the trustee of such default from holders of not less than 25% in aggregate principal amount of the Notes then outstanding;

(6) Rambus' failure to pay when due the principal of, or acceleration of, any indebtedness for money borrowed by Rambus or any of its subsidiaries in excess of $30,000,000 principal amount, if such indebtedness is not discharged, or such acceleration is not annulled, by the end of a period of ten days after written notice to Rambus by the trustee or to Rambus and the trustee by the holders of at least 25% in aggregate principal amount of the Notes then outstanding; and

(7) certain events of bankruptcy, insolvency or reorganization relating to Rambus or any of its material subsidiaries (as defined in the Indenture).

If an event of default, other than an event of default in clause (7) above with respect to Rambus occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the principal amount of, and accrued and unpaid interest, including additional interest, if any, on the Notes then outstanding to be immediately due and payable. If an event of default described in clause (7) above occurs with respect to Rambus the principal amount of and accrued and unpaid interest, including additional interest, if any, on the Notes will automatically become immediately due and payable.
The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Indenture and related form of note, which are included as Exhibits 4.1 and 4.2, respectively, hereto and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01. Other Events
On June 29, 2009, Rambus issued a press release announcing the closing of its offering of $150 million aggregate principal amount of its 5% Convertible Senior Notes due 2014.

Rambus also has granted the underwriters an option to purchase up to additional $22.5 million aggregate principal amount of the Notes, which has not been exercised to date. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in its entirety. The purpose of this Current Report is to incorporate by reference the Underwriting Agreement, Indenture and Note (attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively) into the Registration Statement. By filing this Current Report, such exhibits and this Current Report are hereby incorporated by reference into the Registration Statement. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.                                  Description
    1.1       Underwriting Agreement dated June 23, 2009 among Rambus Inc. and Credit
              Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as
              representatives of the several underwriters named in Schedule A thereto.
    4.1       Indenture between Rambus Inc. and U.S. Bank, National Association, dated
              as of June 29, 2009.
    4.2       Form of Note for Rambus Inc.'s 5% Convertible Senior Notes due 2014
              (incorporated by reference to Exhibit 4.1 hereto).
   99.1       Press Release of Rambus Inc., issued on June 29, 2009.