Common use of Compelled Sale Other Than Pursuant to a Sale of Company Stock Clause in Contracts

Compelled Sale Other Than Pursuant to a Sale of Company Stock. In the event that the Windward Group determines to exercise its Compelled Sale Right pursuant to a merger, consolidation, stock swap, business combination, sale of assets or similar transaction, then the Windward Agent may, at its option, require the remaining Shareholders and their respective Permitted Transferees to vote in favor of such transaction. In particular, in the event of any such proposed transaction, upon any request by the Windward Agent, each of the Shareholders shall use its respective best efforts (i) to call, or cause the appropriate officers and directors of the Company to call, a special meeting of shareholders of the Company to consider approval of such proposed transaction, and (ii) vote in favor of such proposed transaction all of the shares of Company Stock owned or held of record by such Shareholder (to the extent entitled to vote), at each regular or special meeting of the shareholders of the Company called for the purpose of voting on such matter, or in any written consent executed in lieu of such a meeting of shareholders, and shall take all actions reasonably necessary, to ensure that all necessary shareholder approvals for such transaction are obtained.

Compelled Sale Other Than Pursuant to a Sale of Company Stock. In the event that the Windward Group determines to exercise its Compelled Sale Right pursuant to a merger, consolidation, stock swap, business combination, sale of assets or similar transaction, then the Windward Agent may, at its option, require the remaining Shareholders Stockholders and their respective Permitted Transferees to vote in favor of such transaction. In particular, in the event of any such proposed transaction, upon any request by the Windward Agent, each of the Shareholders Stockholders shall use its respective best efforts (i) to call, or cause the appropriate officers and directors of the Company to call, a special meeting of shareholders stockholders of the Company to consider approval of such proposed transaction, and (ii) vote in favor of such proposed transaction all of the shares of Company Stock owned or held of record by such Shareholder Stockholder (to the extent entitled to vote), at each regular or special meeting of the shareholders stockholders of the Company called for the purpose of voting on such matter, or in any written consent executed in lieu of such a meeting of shareholdersstockholders, and shall take all actions reasonably necessary, to ensure that all necessary shareholder stockholder approvals for such transaction are obtained.