Common use of Change of Control Prepayment Offer Clause in Contracts

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred (and in any event not later than ten (10) Business Days thereafter), the Company shall give written notice (the “Change of Control Notice”) of such fact to all holders of the Notes. The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.11 and the rights of the holders hereunder and (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without Make-Whole Amount), together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change of Control Notice, which date shall be a Business Day not less than 30 nor more than 60 days after such Change of Control Notice is given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control will occur or has occurred (and in any event not later than ten (10) 10 Business Days thereafter), the Company shall give written notice (the “Change of Control Notice”) of such fact to all holders each holder of the Notes. The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.11 8.8 and the rights of the holders hereunder and (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without any premium, penalty or Make-Whole AmountAmount of any kind), together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change of Control Notice, which date shall be a Business Day not less than 30 20 nor more than 60 days after such Change of Control Notice is given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred (and in any event not later than ten (10) Business Days 15 days thereafter), the Company shall give written notice (the “Change of Control Notice”) of such fact to all holders each holder of the Notes. The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.11 8.8 and the rights of the holders hereunder and (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without any make-whole, premium, penalty or Make-Whole Amount), together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change of Control Notice, which date shall be a Business Day not less than 30 45 nor more than 60 90 days after such Change of Control Notice is given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred (and in any event not later than ten (10) Business Days 15 days thereafter), the Company shall give written notice (the “Change of Control Notice”) of such fact to all holders each holder of the Notes. The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.11 8.8 and the rights of the holders hereunder and (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without any make-whole, premium, penalty or Make-Whole Amount), together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change of Control Notice, which date shall be a Business Day not less than 30 45 nor more than 60 90 days after such Change of Control Notice is given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes.. Terreno Realty LLC Note Purchase Agreement

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred (and in any event not later than ten (10) Business Days 15 days thereafter), the Company shall give written notice (the “Change of Control Notice”) of such fact to all holders each holder of the Notes. The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.11 8.8 and the rights of the holders hereunder and (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without any make-whole, premium, penalty or Make-Whole Amount), together with interest Terreno Realty LLC Note Purchase Agreement accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change of Control Notice, which date shall be a Business Day not less than 30 45 nor more than 60 90 days after such Change of Control Notice is given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred (and in any event not later than ten (10) 10 Business Days thereafter), the Company shall give written notice (the “Change of Control Notice”) of such fact to all holders each holder of the Notes. The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.11 8.9 and the rights of the holders hereunder and (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without Makeany make-whole, premium, penalty or Make- Whole Amount), together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change of Control Notice, which date shall be a Business Day not less than 30 nor more than 60 90 days after such Change of Control Notice is given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred (and in any event not later than ten (10) Business Days 15 days thereafter), the Company shall give written notice (the “Change of Control Notice”) of such fact to all holders each holder of the Notes. The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.11 8.8 and the rights of the holders hereunder and (iii) contain an offer by the Company to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without any make-whole, premium, penalty or Make-Whole Amount), together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change of Control Notice, Terreno Realty LLC Agreement Note Purchase which date shall be a Business Day not less than 30 45 nor more than 60 90 days after such Change of Control Notice is given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred (and in any event not later than ten (10) Business Days thereafter), the Company Obligors shall give written notice (the “Change of Control Notice”) of such fact to all holders of the Notes. The Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.11 and the rights of the holders hereunder and (iii) contain an offer by the Company and the Parent Guarantor to prepay the entire unpaid principal amount of Notes held by each holder at 100% of the principal amount of such Notes at par (without Make-Whole Amount), together with interest accrued thereon plus the Net Loss, if any, and less the Net Gain, if any, on any Swapped Note, to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Change of Control Notice, which date shall be a Business Day not less than 30 nor more than 60 days after such Change of Control Notice is given should any agreement to the contrary with respect to such payment date not be reached among the Company and each of the holders of the Notes.