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 30 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”).

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, and in any event not later than 30 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and hereunder, (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any prepaid, plus the Make-Whole Amount, premium or other penalty)if any, together with and interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”), and (iv) shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.

Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, and in any event not later than 30 15 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control fact to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 8.10 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to at 100% of the principal amount of the such Notes being prepaid at par (and without any make-whole, premium, penalty, Make-Whole Amount, premium Amount whatsoever or other penaltyhowsoever described), together with interest accrued and unpaid thereon to the prepayment date selected by the Company, which prepayment shall be on a date specified in the Company Notice (the “Repurchase Price”)Notice, which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed given should any agreement to the contrary not be reached among the Company and each of the holders of the Notes (the “Prepayment Date”)Notes.

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