Offer to Repurchase definition

Offer to Repurchase means any offer by the Corporation to repurchase shares of Series A Preferred Stock in connection with a Fundamental Change pursuant to Section 11.

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Offer to Repurchase. Upon the occurrence of both (i) a change of control of Cintas and (ii) a downgrade of the notes below an investment grade rating by each of M▇▇▇▇’▇ Investors Service, Inc. and Standard & Poor’s Ratings Services within a specified period, Cintas will be required to make and offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.

Offer to Repurchase. If we experience a Change of Control Repurchase Event (as defined in the preliminary prospectus supplement), we must offer to repurchase all the notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the repurchase date.

Examples of Offer to Repurchase in a sentence

• The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase.

• The Issuer shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

• No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Offer to Repurchase.

• The Issuers shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

• This Repurchase Instrument is being issued so that the Payor may repurchase the Company's Units (the “Repurchased Units”) from Payee pursuant to the terms and subject to the conditions set out in the applicable Offer to Repurchase and the Notice of Intent to Tender submitted by the Payee (which Offer to Repurchase and Notice of Intent to Tender, together with any amendments or supplements thereto collectively constitute the “Offer”).

• The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Repurchase.

• The Company shall publicly announce the results of the Offer to Repurchase on the Purchase Date.

• To amend the provisions of the Offer to Repurchase upon Change of Control covenant (Section 4.15) of the indenture governing the Existing Target Notes to provide that the Acquisition by Pinnacle or any of its subsidiaries of the Target Company (including any merger of the Target Company into Pinnacle) shall not require the Target Company, Pinnacle or any other person or entity to offer to purchase any Existing Target Notes.

• No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds or Net Cash Proceeds, as applicable (the “Offer Amount”), to the purchase of Notes and such Pari Passu Indebtedness, if any (in each instance, on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Offer to Repurchase.

• The Issuers will publicly announce the results of the Offer to Repurchase on the Purchase Date.

More Definitions of Offer to Repurchase

Offer to Repurchase means a written offer to each registered Holder of Series C Preferred or Exchange Notes at such Holder's address appearing in the records of the Company on the date of the Offer to Repurchase, offering to purchase in cash all outstanding shares of Series C Preferred or Exchange Notes, on and subject to the terms and provisions of this Section, at the Repurchase Price, and unless otherwise required by applicable law, each Offer to Repurchase shall specify an expiration date (the "Expiration Date") of such Offer to Repurchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of such Offer to Repurchase, and a settlement date (the "Repurchase Date") for purchase of the Series C Preferred or Exchange Notes within five business days after the Expiration Date, and shall (i) include written notice of the occurrence of such Change of Control, (ii) specify the place at which certificates for shares of Series C Preferred Stock or Exchange Notes may be surrendered for repurchase pursuant to such Offer to Repurchase and the Expiration Date and Repurchase Date for such Offer to Repurchase, (iii) set forth the aggregate number of shares of Series C Preferred or aggregate principal amount of Exchange Notes outstanding at the date of such Offer to Repurchase, (iv) set forth the Company's estimate of the amount of Cash Available for Repurchase as of the date of such Offer to Repurchase and calculation thereof (to the extent applicable) and (v) state that each Holder electing to tender any shares of Series C Preferred or Exchange Note pursuant to such Offer to Repurchase will be required to surrender such the certificate representing such shares or such note at the place or places specified in such Offer to Repurchase prior to the close of business on the Expiration Date (such certificate or note being, if the Company so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or his attorney duly authorized in writing).