Common use of Acquisition Right Clause in Contracts

Acquisition Right. (a) Subject to Section 11(d) below, if SC-PG delivers an Officer's Certificate to WAT, WAT, at its option, may elect to acquire 100%, but not less than 100%, of the WEA Shares held by SC-PG which are the subject of the Officer's Certificate at a price per WEA Share payable in cash equal to the greater of (i)(a), in the case of Shares of Series G Preferred Stock to be acquired, (I) 110% of the Liquidation Preference per share of Series G Preferred Stock to be acquired, plus (II) 100% of all accrued and unpaid dividends as provided in paragraph (b) below or (b), in the case of Common Stock to be acquired, 110% of the Conversion Price (as defined in the Certificate of Designation) as of the Call Date per share of Common Stock to be acquired and (ii)(I) 110% of the Converted Value per WEA Share plus (II) 100% of all accrued and unpaid dividends as provided in paragraph (b) below. (b) Upon any acquisition of Series G Preferred Stock pursuant to this Section 11, WAT shall pay an additional amount equal to all accrued and unpaid dividends, if any, thereon to the Call Date, without interest. If the Call Date falls after a dividend payment record date and prior to the corresponding Dividend Payment Date, then each holder of Series G Preferred Stock at the close of business on such dividend payment record date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding any acquisition of such shares before such Dividend Payment Date. For the avoidance of doubt, SC-PG shall not be entitled to be paid twice in respect of any accrued and unpaid dividends. (c) Notice of the acquisition of any WEA Shares under this Section 11 shall be sent by internationally recognized overnight courier to SC-PG at the address of SC-PG as shown on WAT's records, not less than 10 days after WAT's receipt of an Officer's Certificate. Each such sent notice shall state, as appropriate: (1) the Call Date (which shall be a date not more than 30 days after SC-PG's delivery of an Officer's Certificate); and (2) the acquisition price. (d) Notwithstanding Section 11(a), if within 10 days after SC-PG's receipt of WAT's notice of acquisition pursuant to Section 11(c), SC-PG notifies WAT that it is electing not to have WAT acquire its WEA Shares pursuant to this Section 11, WAT shall not acquire SC-PG's WEA Shares which are the subject of the Officer's Certificate and SC-PG may convert its WEA Shares into WAT Units pursuant to the Special Option. In the event that SC-PG elects not to have WAT acquire its WEA Shares pursuant to this Section 11, the obligations of WAT under this Agreement shall terminate as to all claims with respect to (i) the WEA Shares which are the subject of the Officer's Certificate, (ii) the WAT Units into which such WEA Shares are convertible pursuant to the Deed of Option and (iii) the WAT Option Right with respect to such WEA Shares arising on or after conversion by SC-PG of such WEA Shares into WAT Units. (e) In addition, on March 1 of the year following the year in which an acquisition described in this Section 11 occurs, WAT shall pay to the holder whose WEA Shares are acquired hereunder an additional amount equal to the True-Up Dividend Amount (as defined in the Certificate of Designation) in respect of such acquired WEA Shares, if any, for the period from the beginning of the year in which such acquisition occurred until the date on which the acquisition occurred. The True-Up Dividend Amount payable for such period shall be computed by dividing the number of days in which the holder of such WEA Shares held such WEA Shares during the applicable calendar year by 365 and multiplying the result by the True-Up Dividend Amount determined in accordance with Section 3(a) of the Certificate of Designation. (f) All payments to SC-PG under this Section 11 shall be made by wire transfer of immediately available funds to an account previously indicated by SC-PG.

Acquisition Right. LMI (aor its written designee) Subject to Section 11(dwill have the right (but not the obligation) below, if SC-PG delivers an Officer's Certificate to WAT, WAT, at its option, may elect to acquire 100%, all (but not less than 100%, all) of the WEA Class B Shares held by SC-PG which are the for total consideration of U.S.$1.00 per Class B Share in cash, subject of the Officer's Certificate at a price per WEA Share payable in cash equal to the greater of (i)(a), in the case of Shares of Series G Preferred Stock to be acquired, (I) 110% of the Liquidation Preference per share of Series G Preferred Stock to be acquired, plus (II) 100% of all accrued and unpaid dividends adjustment as provided in paragraph Section 3(c) (bthe "Purchase Consideration") below at any time if such acquisition would not result in an Event of Default (the "Acquisition Right"). LMI (or (b), in its written designee) will exercise the case of Common Stock to be acquired, 110% of the Conversion Price (as defined in the Certificate of Designation) as of the Call Date per share of Common Stock to be acquired and (ii)(I) 110% of the Converted Value per WEA Share plus (II) 100% of all accrued and unpaid dividends as provided in paragraph (b) below. (b) Upon any acquisition of Series G Preferred Stock pursuant to this Section 11, WAT shall pay an additional amount equal to all accrued and unpaid dividends, if any, thereon to the Call Date, without interest. If the Call Date falls after a dividend payment record date and prior to the corresponding Dividend Payment Date, then each holder of Series G Preferred Stock at the close of business on such dividend payment record date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding any acquisition of such shares before such Dividend Payment Date. For the avoidance of doubt, SC-PG shall not be entitled to be paid twice in respect of any accrued and unpaid dividends. (c) Notice of the acquisition of any WEA Shares under this Section 11 shall be sent Acquisition Right by internationally recognized overnight courier to SC-PG at the address of SC-PG as shown on WAT's records, not less than 10 days after WAT's receipt of an Officer's Certificate. Each such sent notice shall state, as appropriate: (1) the Call Date (which shall be a date not more than 30 days after SC-PG's delivery of an Officer's Certificate); and (2) the acquisition price. (d) Notwithstanding Section 11(a), if within 10 days after SC-PG's receipt of WAT's delivering written notice of acquisition pursuant to Section 11(c), SC-PG notifies WAT that it is electing not to have WAT acquire its WEA Shares pursuant to this Section 11, WAT shall not acquire SC-PG's WEA Shares which are exercise (the subject of the Officer's Certificate and SC-PG may convert its WEA Shares into WAT Units pursuant to the Special Option. In the event that SC-PG elects not to have WAT acquire its WEA Shares pursuant to this Section 11, the obligations of WAT under this Agreement shall terminate as to all claims with respect to (i"Acquisition Notice") the WEA Shares which are the subject of the Officer's Certificate, (ii) the WAT Units into which such WEA Shares are convertible pursuant to the Deed of Option and (iii) the WAT Option Right with respect to such WEA Shares arising on or after conversion by SC-PG of such WEA Shares into WAT Units. (e) In addition, on March 1 of the year following the year in which an acquisition described in this Section 11 occurs, WAT shall pay to the holder whose WEA of the Class B Shares are acquired hereunder an additional amount equal and to the True-Up Dividend Amount (as defined in the Certificate of Designation) in respect of such acquired WEA Shares, if any, for the period from the beginning of the year in which such acquisition occurred until Corporation specifying the date on which LMI (or its written designee) will acquire the acquisition occurred. The True-Up Dividend Amount payable for such period shall Class B Shares pursuant to exercise of the Acquisition Right, which will be computed by dividing not less than five Business Days or more than ten Business Days after the number date of days in which the Acquisition Notice unless LMI (or its written designee), the holder of such WEA Shares held such WEA Shares during the applicable calendar year by 365 Class B Shares, and multiplying the result by Corporation otherwise agree (the True-Up Dividend Amount determined in accordance with Section 3(a"Acquisition Date"); provided, however, that (i) if the Corporation notifies LMI (or its written designee) at any time prior to the Acquisition Date that exercise of the Certificate Acquisition Right at that time would result in an Event of DesignationDefault, then the Acquisition Notice will be deemed to be rescinded and void ab initio, and (ii) if the Corporation delivers a Repurchase Notice at any time prior to the Acquisition Date, such Repurchase Notice will supercede the Acquisition Notice and the Acquisition Notice will be deemed to be rescinded and void ab initio. On the Acquisition Date, the holder of the Class B Shares will deliver any certificates evidencing the Class B Shares to LMI (or its written designee), duly endorsed for transfer in blank or with duly executed stock powers, free and clear of any liens, claims, or encumbrances of any kind, except pursuant to this Agreement, and LMI (or its written designee) will deliver the Purchase Consideration to the holder of the Class B Shares. (f) All payments to SC-PG under this Section 11 shall be made by wire transfer of immediately available funds to an account previously indicated by SC-PG.

Acquisition Right. LMI (aor its written designee) Subject to Section 11(dwill have the right (but not the obligation) below, if SC-PG delivers an Officer's Certificate to WAT, WAT, at its option, may elect to acquire 100%, all (but not less than 100%, all) of the WEA Class C Shares held by SC-PG which are the for total consideration of U.S.$1.00 per Class C Share in cash, subject of the Officer's Certificate at a price per WEA Share payable in cash equal to the greater of (i)(a), in the case of Shares of Series G Preferred Stock to be acquired, (I) 110% of the Liquidation Preference per share of Series G Preferred Stock to be acquired, plus (II) 100% of all accrued and unpaid dividends adjustment as provided in paragraph Section 3(c) (bthe "Purchase Consideration") below at any time if such acquisition would not result in an Event of Default (the "Acquisition Right"). LMI (or (b), in its written designee) will exercise the case of Common Stock to be acquired, 110% of the Conversion Price (as defined in the Certificate of Designation) as of the Call Date per share of Common Stock to be acquired and (ii)(I) 110% of the Converted Value per WEA Share plus (II) 100% of all accrued and unpaid dividends as provided in paragraph (b) below. (b) Upon any acquisition of Series G Preferred Stock pursuant to this Section 11, WAT shall pay an additional amount equal to all accrued and unpaid dividends, if any, thereon to the Call Date, without interest. If the Call Date falls after a dividend payment record date and prior to the corresponding Dividend Payment Date, then each holder of Series G Preferred Stock at the close of business on such dividend payment record date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding any acquisition of such shares before such Dividend Payment Date. For the avoidance of doubt, SC-PG shall not be entitled to be paid twice in respect of any accrued and unpaid dividends. (c) Notice of the acquisition of any WEA Shares under this Section 11 shall be sent Acquisition Right by internationally recognized overnight courier to SC-PG at the address of SC-PG as shown on WAT's records, not less than 10 days after WAT's receipt of an Officer's Certificate. Each such sent notice shall state, as appropriate: (1) the Call Date (which shall be a date not more than 30 days after SC-PG's delivery of an Officer's Certificate); and (2) the acquisition price. (d) Notwithstanding Section 11(a), if within 10 days after SC-PG's receipt of WAT's delivering written notice of acquisition pursuant to Section 11(c), SC-PG notifies WAT that it is electing not to have WAT acquire its WEA Shares pursuant to this Section 11, WAT shall not acquire SC-PG's WEA Shares which are exercise (the subject of the Officer's Certificate and SC-PG may convert its WEA Shares into WAT Units pursuant to the Special Option. In the event that SC-PG elects not to have WAT acquire its WEA Shares pursuant to this Section 11, the obligations of WAT under this Agreement shall terminate as to all claims with respect to (i"Acquisition Notice") the WEA Shares which are the subject of the Officer's Certificate, (ii) the WAT Units into which such WEA Shares are convertible pursuant to the Deed of Option and (iii) the WAT Option Right with respect to such WEA Shares arising on or after conversion by SC-PG of such WEA Shares into WAT Units. (e) In addition, on March 1 of the year following the year in which an acquisition described in this Section 11 occurs, WAT shall pay to the holder whose WEA of the Class C Shares are acquired hereunder an additional amount equal and to the True-Up Dividend Amount (as defined in the Certificate of Designation) in respect of such acquired WEA Shares, if any, for the period from the beginning of the year in which such acquisition occurred until Corporation specifying the date on which LMI (or its written designee) will acquire the acquisition occurred. The True-Up Dividend Amount payable for such period shall Class C Shares pursuant to exercise of the Acquisition Right, which will be computed by dividing not less than five Business Days or more than ten Business Days after the number date of days in which the Acquisition Notice unless LMI (or its written designee), the holder of such WEA Shares held such WEA Shares during the applicable calendar year by 365 Class C Shares, and multiplying the result by Corporation otherwise agree (the True-Up Dividend Amount determined in accordance with Section 3(a"Acquisition Date"); provided, however, that (i) if the Corporation notifies LMI (or its written designee) at any time prior to the Acquisition Date that exercise of the Certificate Acquisition Right at that time would result in an Event of DesignationDefault, then the Acquisition Notice will be deemed to be rescinded and void ab initio, and (ii) if the Corporation delivers a Repurchase Notice at any time prior to the Acquisition Date, such Repurchase Notice will supercede the Acquisition Notice and the Acquisition Notice will be deemed to be rescinded and void ab initio. On the Acquisition Date, the holder of the Class C Shares will deliver any certificates evidencing the Class C Shares to LMI (or its written designee), duly endorsed for transfer in blank or with duly executed stock powers, free and clear of any liens, claims, or encumbrances of any kind, except pursuant to this Agreement, and LMI (or its written designee) will deliver the Purchase Consideration to the holder of the Class C Shares. (f) All payments to SC-PG under this Section 11 shall be made by wire transfer of immediately available funds to an account previously indicated by SC-PG.