Odd lot priority: "If more than 27,160,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, we will purchase shares in the following order of priority: First, we will purchase all lots of less than 100 shares tendered in their entirety (“Odd Lots”) at the Purchase Price from shareholders who properly tender all of such shares at or below the Purchase Price and who do not properly withdraw those shares before the Expiration Date;" - 6/17/2008

Are there any conditions to the Offer?

Our obligation to purchase shares tendered depends upon a number of conditions that must be satisfied or waived by us, at or prior to the Expiration Date, including:

• No legal action shall have been instituted, threatened in writing, pending or taken that challenges or affects the Offer or could reasonably be expected to materially and adversely affect our and our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, results of operations or prospects or otherwise materially impairs the contemplated
future conduct of our business or our ability to exercise full rights of ownership or purchase and hold all shares purchased in the Offer;

• No general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred;

• No changes in the general political, market, economic or financial conditions in the United States or abroad that could reasonably be expected to materially and adversely affect our or our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects, or otherwise materially impairs the contemplated future conduct of our business shall have occurred;

• No commencement or escalation of war, armed hostilities or other international or national calamity, including, but not limited to, an act of terrorism, shall have occurred directly or indirectly involving the United States on or after June 17, 2008 nor shall any material escalation, on or after June 17, 2008, of any war or armed hostilities which had commenced prior to June 17, 2008 have occurred;

• No decrease of more than 10% in the market price for the shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, NASDAQ Composite Index or the Standard & Poor’s 500 Composite Index measured from the close of trading on June 16, 2008 shall have occurred;

• No person (including a group) shall have commenced, proposed, announced, made or have publicly disclosed a tender or exchange offer (other than this Offer), merger, acquisition, business combination or other similar transaction involving us nor shall we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, business combination or other similar transaction, other than in the ordinary course of business;

• No person (including a group) shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to acquire us or any of our shares;

• No person (including a group) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares (other than anyone who publicly disclosed such ownership in a filing with the Securities and Exchange Commission (the “SEC”) on or before June 16, 2008);

• No person or group which has made such a filing on or before June 16, 2008 shall acquire or publicly announce its proposal to acquire an additional 1% or more of our outstanding shares, and no new group shall have been formed that beneficially owns (as a group) more than 5% of our outstanding shares;

• No material adverse change in our and our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, results of operations or prospects shall have occurred; and

• No determination shall have been made by us that the consummation of the Offer and the purchase of the shares may cause the reasonable likelihood of our Common Stock either (1) to be held of record by less than 300 persons, or (2) to be delisted from the NYSE or to be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Discussion originally started in the United Rentals Announces Planned Tender Offer thread in the members forum.

The company announced that it will waive the condition to its previously announced "modified Dutch auction" tender offer that the market price of shares of the company’s common stock does not decrease at any point by more than 10% from the close of trading on June 16, 2008. - 7/1/2008

United Rentals Narrows Range of Full Year 2008 Outlook - See press release dated 7/11/08 above.

The company announced that it will waive the condition to its previously announced "modified Dutch auction" tender offer that the Dow Jones Industrial Average and the NASDAQ Composite Index do not decrease at any point by more than 10% from the close of trading on June 16, 2008. Source: 07/14/2008 Press Release