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United Rentals


S-4/A
UNITED RENTALS NORTH AMERICA INC filed this Form S-4/A on 11/02/2017
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Table of Contents

Price for such redemption date, in each case calculated on the third business day immediately preceding the redemption date, plus 0.50%.

        "Applicable Premium" means with respect to any Notes at any redemption date, the greater of:

    (1)
    1.00% of the principal amount of such Notes; and

    (2)
    the excess of (a) the present value at such redemption date of (i) the redemption price of the Notes on January 15, 2023, set forth in the table appearing above with respect to the Notes under the caption "—Optional Redemption" plus (ii) all required remaining scheduled interest payments due on such Notes through January 15, 2023 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate as of such redemption date, over (b) the principal amount of such Notes on such redemption date.

        "Asset Acquisition" means:

    (a)
    an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary or a transaction pursuant to which the Company or a Restricted Subsidiary merges with or into any other Person and such Person assumes the obligations of the Company or such Restricted Subsidiary, as applicable, as described under "—Consolidation, Merger, Sale of Assets, etc."; or

    (b)
    the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person.

        "Asset Sale" means any sale, issuance, conveyance, transfer, lease or other disposition by the Company or any Restricted Subsidiary to any Person other than the Company or a Restricted Subsidiary of:

    (a)
    any Capital Stock of any Restricted Subsidiary (other than directors qualifying shares or to the extent required by applicable law);

    (b)
    all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or

    (c)
    any other properties or assets of the Company or any Restricted Subsidiary,

    other than, in the case of clauses (a), (b) or (c) above,

    (i)
    sales, conveyances, transfers, leases or other dispositions of (x) obsolete, damaged or used equipment or (y) other equipment or inventory in the ordinary course of business;

    (ii)
    sales, conveyances, transfers, leases or other dispositions of assets in one or a series of related transactions for an aggregate consideration of less than the greater of $75.0 million and 1.0% of Consolidated Net Tangible Assets;

    (iii)
    the lease, assignment, license, sublicense or sublease of any real or personal property in the ordinary course of business;

    (iv)
    any exchange of like property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, and to be used in a Related Business;

    (v)
    any disposition of Cash Equivalents;

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