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. The term “open of business” means 9:00 a.m., New York City time.
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 Mxxxx’x 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.

Examples of Offer to Repurchase in a sentence

  • This request is irrevocable except as described in the Offer to Repurchase.

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

  • Shareholders wishing to tender Shares pursuant to this Offer to Repurchase should send or deliver by the Notice Date (or if applicable, the Notice Date as extended) a completed and executed Letter of Transmittal to the Fund, at the address set out on the first page of the Letter of Transmittal, or fax a completed and executed Letter of Transmittal to the Fund, at the fax number set out on the first page of the Letter of Transmittal.

  • Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Repurchase, which is incorporated herein by reference.

  • Except as stated in Section 5 of the Offer to Repurchase, this tender is irrevocable.

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

  • The undersigned recognizes that, under certain circumstances set forth in the Offer to Repurchase, the Fund may not be required to repurchase the Shares tendered hereby.

  • Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer to Repurchase.

  • The Offer to Repurchase and this Letter of Transmittal are subject to all the terms and conditions set out in the Offer to Repurchase, including without limitation the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.The undersigned hereby sells to the Fund the Shares tendered pursuant to this Letter of Transmittal.

  • Each Stockholder that desires to participate in the Offer to Repurchase must, unless an exemption applies, provide the Depositary with the Stockholder’s taxpayer identification number on the Substitute Form W-9 set forth in this Letter of Transmittal, with the required certifications being made under penalties of perjury.


More Definitions of Offer to Repurchase

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. The term “open of business” means 9:00 a.m., New York City time. “Parity Securities” has the meaning set forth in Section 2.
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).
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.

Related to Offer to Repurchase

  • Offer to Purchase means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Repurchase As defined in Section 2.03(a) of this Agreement.

  • Change of Control Offer has the meaning provided in Section 4.15.

  • Offer means “proposals” in negotiation.

  • Asset Sale Offer shall have the meaning specified in Section 4.13.

  • Sell Offer means an offer to sell Capacity Resources in a Base Residual Auction, Incremental Auction, or Reliability Backstop Auction.

  • Optional Repurchase is defined in Section 5.1(b).

  • Asset Sale Offer Amount has the meaning assigned to it in Section 3.12(c).

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Public purchase means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.

  • Repurchase Value means the Fair Market Value in the event the award to be repurchased under Section 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.

  • Net Proceeds Offer Amount has the meaning provided in Section 4.16.

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.

  • Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Fundamental Change Notice has the meaning specified in Section 3.05(b).