Common use of Special Redemptions Clause in Contracts

Special Redemptions. (i) If a Change in Ownership has occurred or the Company obtains knowledge that a Change in Ownership is proposed to occur, the Company shall give prompt written notice of such Change in Ownership describing in reasonable detail the material terms and date of consummation thereof to each holder of Series A Preferred and each holder of Series B Preferred, but in any event such notice shall not be given later than five days after the occurrence of such Change in Ownership, and the Company shall give each holder of Series A Preferred and each holder of Series B Preferred prompt written notice of any material change in the terms or timing of such transaction. Any holder of Series A Preferred or Series B Preferred may require the Company to redeem all or any portion of the Series A Preferred and/or Series B Preferred owned by such holder at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Company of such election prior to the later of (a) 21 days after receipt of the Company's notice and (b) 5 days prior to the consummation of the Change in Ownership (the "Expiration Date"). The Company shall give prompt written notice of any such election to all other holders of Series A Preferred and holders of Series B Preferred within 5 days after the receipt thereof, and each such holder shall have until the later of (a) the Expiration Date or (b) 10 days after receipt of such second notice to request redemption hereunder (by giving written notice to the Company) of all or any portion of the Series A Preferred and/or Series B Preferred owned by such holder. Upon receipt of such election(s), the Company shall be obligated to redeem the aggregate number of Shares specified therein on the later of (a) the occurrence of the Change in Ownership or (b) five days after the Company's receipt of such election(s). If any proposed Change in Ownership does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Series A Preferred and/or Series B Preferred may rescind such holder's request for redemption by giving written notice of such rescission to the Company.

Special Redemptions. (i) If a Change in Ownership has occurred or the Company LLC obtains knowledge that a Change in Ownership is proposed to occur, the Company LLC shall give prompt written notice of such Change in Ownership describing in reasonable detail the material terms and date of consummation thereof to each holder Unitholder of Series Class A Preferred and each holder of Series B Preferred, but in Units. In any event such notice shall not be given later than five (5) days after the occurrence of such Change in Ownership, and the Company LLC shall give each holder Unitholder of Series Class A Preferred and each holder of Series B Preferred Units prompt written notice of any material change in the terms or timing of such transaction. Any holder The Unitholders owning a majority of Series the Class A Preferred or Series B Preferred Units then outstanding may require the Company LLC to redeem all or any portion of the Series Class A Preferred and/or Series B Preferred Units owned by such holder Unitholders at a price per Share Class A Preferred Unit equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Company LLC of such election prior to the later of (ai) 21 twenty-one (21) days after receipt of the CompanyLLC's notice and or (bii) 5 five (5) days prior to the consummation of the Change in Ownership (the "Expiration Date"). The Company LLC shall give prompt written notice of any such election to all other holders of Series Unitholders owning Class A Preferred and holders of Series B Preferred Units within 5 five (5) days after the receipt thereof, and each such holder Unitholder shall have until the later of (aA) the Expiration Date or (bB) 10 ten (10) days after receipt of such second notice to request redemption hereunder (by giving written notice to the CompanyLLC) of all or any portion of the Series Class A Preferred and/or Series B Preferred Units owned by such holderUnitholder. Upon receipt of such election(s), the Company LLC shall be obligated to redeem the aggregate number of Shares Class A Preferred Units specified therein on the later of (ai) the occurrence of the Change in Ownership or (bii) five (5) days after the CompanyLLC's receipt of such election(s). If any proposed Change in Ownership does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder Unitholder of Series Class A Preferred and/or Series B Preferred Units may rescind such holderUnitholder's request for redemption by giving delivering written notice of such rescission thereof to the CompanyLLC prior to the consummation of the transaction.

Special Redemptions. (i) If a Change in Ownership has occurred or the Company Corporation obtains knowledge that a Change in Ownership is proposed to occur, the Company Corporation shall give prompt written notice of such Change in Ownership describing in reasonable detail the material terms and date of consummation thereof to each holder of Series Class A Preferred and each holder of Series B Preferred, but in any event such notice shall not be given not later than five days after the occurrence of such Change in Ownership, and the Company Corporation shall give each holder of Series Class A Preferred and each holder of Series B Preferred prompt written notice of any material change in the terms or timing of such transaction. Any The holder or holders of Series a majority of the Class A Preferred or Series B Preferred then outstanding may elect to require the Company Corporation to redeem all or any portion of the Series Class A Preferred and/or Series B Preferred owned by such holder or holders at a price per Share equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to the Company Corporation of such election prior to the later of (a) 21 15 days after receipt of the CompanyCorporation's notice and (b) 5 ten days prior to the consummation of the Change in Ownership (the "Expiration Date"). The Company Corporation shall give prompt written notice of any such election to all other holders of Series Class A Preferred and holders of Series B Preferred within 5 five days after the receipt thereof, and each such holder shall have until the later of (a) the Expiration Date or (b) 10 five days after receipt of such second notice to request redemption hereunder (by giving written notice to the CompanyCorporation) of all or any portion of the Series Class A Preferred and/or Series B Preferred owned by such holder. Upon receipt of such election(s), the Company Corporation shall be obligated to redeem the aggregate number of Shares specified therein on the later of (a) the occurrence of the Change in Ownership or (b) five days after the CompanyCorporation's receipt of such election(s). If any proposed Change in Ownership does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Series Class A Preferred and/or Series B Preferred may rescind such holder's request for redemption by giving written notice of such rescission to the CompanyCorporation within five days following receipt by such holder of the Corporation's notice regarding such material change.

Special Redemptions. (i) If a Change in Ownership Triggering Event has occurred or the Company Corporation obtains knowledge that a Change in Ownership Triggering Event is proposed likely to occur, the Company Corporation shall give prompt written notice of such Change in Ownership Triggering Event describing in reasonable detail the material terms and date of consummation thereof to each holder of Series A Preferred and each holder of Series B PreferredStock, but in provided that: (i) at any event time prior to an initial Public Offering such notice shall not be given later than at least five days prior to the occurrence of such Change in Ownership Triggering Event and (ii) at any time after an initial Public Offering such notice shall be given within ten days after the occurrence of such Change in Ownership, and Ownership Triggering Event. The holders of the Company shall give each holder of Series A Preferred and each holder of Series B Preferred prompt written notice of any material change in the terms or timing of such transaction. Any holder of Series A Preferred or Series B Preferred Stock then outstanding may require the Company Corporation to redeem all or any portion of the Series A Preferred and/or Series B Preferred Stock owned by such holder holders at a price per Class A Preferred Share (payable from funds legally available therefor after Satisfaction of the Specified Credit Obligations) equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) Redemption Price by giving written notice to the Company Corporation of such election prior to the later of of: (a) 21 days after receipt of the CompanyCorporation's notice and (b) 5 five days prior to the consummation of the Change in Ownership Triggering Event (the "Expiration Date"). The Company shall give prompt written notice of any such election to all other holders of Series A Preferred and holders of Series B Preferred within 5 days after the receipt thereof, and each such holder shall have until the later of (a) the Expiration Date or (b) 10 days after receipt of such second notice to request redemption hereunder (by giving written notice to the Company) of all or any portion of the Series A Preferred and/or Series B Preferred owned by such holder. Upon receipt of such election(s), the Company Corporation shall be obligated to redeem the aggregate number of Class A Preferred Shares specified therein on the later of of: (a) the occurrence of Business Day upon which the Change in Ownership Triggering Event occurs or (b) five days the fifth Business Day after the CompanyCorporation's receipt of such election(s) (the later of such dates being referred to herein as the "Change in Ownership Redemption Date"); provided, however, that the Corporation shall not be obligated to consummate such redemption except to the extent that funds of the Corporation are legally available for such purpose after Satisfaction of the Specified Credit Obligations. If any proposed Change in Ownership Triggering Event does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Series A Preferred and/or Series B Preferred Stock may rescind such holder's request for redemption by giving delivering written notice thereof to the Corporation prior to the consummation of the transaction. The Company will give prompt notice to all holders of Class A Preferred Shares of any material change in the terms or timing of any proposed Change in Ownership Triggering Event. In the event of any such automatic or volitional rescission, the increase in dividend rate contemplated by Section 2A(ii) shall not apply to any Series A Preferred Shares the subject of such rescission to the Companyrescission.

Special Redemptions. In accordance with the provisions of Section 6.07 of the Original Indenture, in the event that either (i) If a Change in Ownership has occurred all or substantially all the property of the Company obtains knowledge at the time subject to the lien of the Indenture as a first mortgage lien thereon or (ii) all or substantially all of the property of the Company at the time subject to the lien of the indenture as a first mortgage lien thereon that is used or useful in connection with the business of the Company as a Change in Ownership is proposed water company or as a water utility shall be released from the lien of the Indenture under the provisions of Section 6.03 or Section 6.06 of the Original Indenture, then all of the Bonds then outstanding including the Bonds of Series O are to occurbe redeemed. In the event such release shall be under the provisions of Section 6.03 of the Original Indenture, the Bonds of Series O shall be redeemable at a redemption price equal to the principal amount thereof, together with the Make-Whole Amount determined as provided above and interest accrued to the date fixed for redemption. In the event such release shall be under the provisions of Section 6.06 of the Original Indenture, the Bonds of Series O shall be redeemable at the principal amount thereof, together with interest accrued to the date fixed for redemption. Except for a redemption resulting from a release under the provisions of Section 6.06 of the Original Indenture as described in the immediately preceding paragraph, any redemption of the Bonds of Series O required under the Indenture shall be at a redemption price equal to the principal amount thereof to be redeemed, together with interest accrued thereon to the date fixed for redemption plus a premium equal to the Make-Whole Amount determined (as provided above) two (2) Business Days prior to the date fixed for redemption. The Company shall give prompt written will furnish notice of such Change in Ownership describing in reasonable detail to the material terms Trustee and date of consummation thereof to each holder of Series A Preferred and each holder the Bonds of Series B PreferredO in the same manner set forth above in the case of an optional redemption of Bonds of Series O. The principal of the Bonds of Series O may be declared or may become due prior to their maturity dates, but in any event such notice shall not be given later than five days after the manner and with the effect and subject to the conditions provided in the Original Indenture upon the occurrence of such Change an Event of Default as in Ownershipthe Original Indenture provided, and upon the Company principal of the Bonds of Series O becoming so due, a premium shall give each be payable to the holder of Series A Preferred and each holder the Bonds of Series B Preferred prompt written notice of any material change in the terms or timing of such transaction. Any holder of Series A Preferred or Series B Preferred may require the Company to redeem all or any portion of the Series A Preferred and/or Series B Preferred owned by such holder at a price per Share O as liquidated damages equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) by giving written notice to Make-Whole Amount determined as set forth above as if the Company Bonds of such election prior to Series O were being redeemed on the later of (a) 21 days after receipt date the principal of the Company's notice and (b) 5 days prior to the consummation of the Change in Ownership (the "Expiration Date"). The Company shall give prompt written notice of any such election to all other holders Bonds of Series A Preferred and holders of Series B Preferred within 5 days after the receipt thereof, and each such holder O shall have until the later of (a) the Expiration Date or (b) 10 days after receipt of such second notice to request redemption hereunder (by giving written notice to the Company) of all or any portion of the Series A Preferred and/or Series B Preferred owned by such holder. Upon receipt of such election(s), the Company shall be obligated to redeem the aggregate number of Shares specified therein on the later of (a) the occurrence of the Change in Ownership or (b) five days after the Company's receipt of such election(s). If any proposed Change in Ownership does not occur, all requests for redemption in connection therewith shall be automatically rescinded, or if there has been a material change in the terms or the timing of the transaction, any holder of Series A Preferred and/or Series B Preferred may rescind such holder's request for redemption by giving written notice of such rescission to the Companybecome so due.