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 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.
Sample 1
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).
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Examples of Offer to Repurchase in a sentence

  • To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, you should read carefully this entire Offer to Repurchase and the related Letter of Transmittal.

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

  • For a full understanding of the Offer and for a more complete discussion of the terms and conditions of the Offer, please read carefully this entire Offer to Repurchase and the related Letter of Transmittal.

  • This will instruct you to tender to the Fund the number of Shares indicated below (which are held by you for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer to Repurchase that you have furnished to the undersigned.

  • 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.

  • Summary Term Sheet This Summary Term Sheet highlights certain information concerning this Offer, and is qualified entirely by the more detailed information included in the body of this Offer to Repurchase.

  • 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 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.


More Definitions of Offer to 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. Optional Redemption Provision: Make-whole call: Prior to May 1, 2025 (three months prior to maturity), Treasury Rate + 45 basis points Par call: On or after May 1, 2025 (three months prior to maturity) Day Count: 30/360 CUSIP / ISIN: 00000XXX0 / US47102XAJ46 Minimum Denomination / Multiples: $2,000 / $1,000 Net Proceeds to Issuer, before Expenses: $295,125,000 Use of Proceeds: We expect to use the net proceeds, together with other funds available to us, to repurchase, including by redemption or otherwise, the outstanding $344.5 million aggregate principal amount of our 6.700% Notes due June 15, 2017. Pending such use, we expect to use the net proceeds for general corporate purposes, including increased investments in our existing subsidiaries or affiliates, investments in developing products and the payment of fees and expenses related to this offering. Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated HSBC Securities (USA) Inc. SMBC Nikko Securities America, Inc. *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revisions or withdrawal at any time. The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling X.X. Xxxxxx Securities LLC collect at (000) 000-0000, Citigroup Global Markets Inc. toll-free at (000) 000-0000 or Xxxxx Fargo Securities, LLC toll-free at (000) 000-0000.
Sample 1
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.
Sample 1
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. Minimum Denomination: $1,000 and integral multiples of $1,000 Expected Settlement Date: January 14, 2008 (T+3) CUSIP Number: 10000XXX0 ISIN Number: US17252MAH34 Sole Book-Running Manager: KeyBanc Capital Markets Inc. The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time by Mxxxx’x Investors Service, Inc. and Standard and Poor’s Ratings Services. Each of the security ratings above should be evaluated independently of any other security rating. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling KeyBanc Capital Markets Inc. at (000) 000-0000. 2328183.1
Sample 1

Related to Offer to Repurchase

  • Offer to Purchase means a written offer (the "Offer") sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the Security Register on the date of the Offer offering to purchase up to the principal amount of Securities specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the "Expiration Date") of the Offer to Purchase 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 and a settlement date (the "Purchase Date") for purchase of Securities within five Business Days after the Expiration Date. The Company shall notify the Trustee at least 15 Business Days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company's obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Offer shall contain information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable such Holders to make an informed decision with respect to the Offer to Purchase (which at a minimum will include (i) the most recent annual and quarterly financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the documents required to be filed with the Trustee pursuant to this Indenture (which requirements may be satisfied by delivery of such documents together with the Offer), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such financial statements referred to in clause (i) (including a description of the events requiring the Company to make the Offer to Purchase), (iii) if applicable, appropriate pro forma financial information concerning the Offer to Purchase and the events requiring the Company to make the Offer to Purchase and (iv) any other information required by applicable law to be included therein). The Offer shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Offer to Purchase. The Offer shall also state:

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • 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 4.14.

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

  • Asset Sale Offer Amount shall have the meaning specified in Section 4.14.

  • 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 set forth 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 5.01(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 3.01(a)(i).

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

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