Common use of Rights to Compel IPO Event Clause in Contracts

Rights to Compel IPO Event. (a) The Windward Agent may, on behalf of the Windward Group, at any time, in its sole discretion, cause the Company to effect an IPO Event (which may include, at the Windward Agent's option, the secondary sale of shares of Company Stock then held by the Windward Group). (b) In the event that the Windward Agent, on behalf of the Windward Group, elects to exercise its rights pursuant to Section 5.6(a) above, the Windward Agent shall have the right to designate all of the material terms of such IPO Event (e.g., the underwriters, if any, to be retained by the Company in connection therewith, the securities exchanges or national market systems, if any, where the Company's equity would be listed for trading, the price, timing and other terms of the proposed public offering, etc.). In addition, in the event that the Windward Agent elects to exercise the rights of the Windward Group contemplated pursuant to Section 5.6(a) above, then the Windward Agent may, at its option, require the remaining Shareholders and their respective Permitted Transferees to vote in favor of any amendment(s) to the Articles and Bylaws which are reasonably requested by any underwriter retained in connection with such IPO Event. In particular, in the event of any such proposed IPO Event, 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 amendment(s), and (ii) vote in favor of such proposed amendment(s) 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 amendment(s) and such IPO Event are obtained.

Rights to Compel IPO Event. (a) The Windward Agent may, on behalf of the Windward Group, at any time, in its sole discretion, cause the Company to effect an IPO Event (which may include, at the Windward Agent's option, the secondary sale of shares of Company Stock then held by the Windward Group and Windward Badger (pro rata based upon their relative ownership percentage)); PROVIDED that the Family LP, the members of the Windward Group and Windward/Badger shall be entitled to participate in any IPO in accordance with (and subject to the restrictions applicable to) the "piggyback" registration rights provisions of Article IX hereof. Notwithstanding anything to the contrary contained in Article IX, in the event of the Family LP's participation in such public offering, and in the event the Company has been advised that the number of shares of securities requested to be offered by the Windward Group), Windward/Badger and the Family LP exceeds the number that can be sold in such offering without adverse consequences, the number of shares of securities that may be offered therein by the Windward Group, Windward/Badger and the Family LP shall be allocated among the members of the Windward Group, Windward/Badger and the Family LP on a pro rata basis in proportion to each such person's relative ownership of such securities. (b) In the event that the Windward Agent, on behalf of the Windward Group, elects to exercise its rights pursuant to Section 5.6(a) above, the Windward Agent shall have the right to designate all of the material terms of such IPO Event (e.g.E.G., the underwriters, if any, to be retained by the Company in connection therewith, the securities exchanges or national market systems, if any, where the Company's equity would be listed for trading, the price, timing and other terms of the proposed public offering, etc.). In addition, in the event that the Windward Agent elects to exercise the rights of the Windward Group contemplated pursuant to Section 5.6(a) above, then the Windward Agent may, at its option, require the remaining Shareholders and their respective Permitted Transferees to vote in favor of any amendment(s) to the Articles and Bylaws By-Laws which are reasonably requested by any underwriter retained in connection with such IPO Event. In particular, in the event of any such proposed IPO Event, 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 amendment(s), and (ii) vote in favor of such proposed amendment(s) 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 amendment(s) and such IPO Event are obtained.

Rights to Compel IPO Event. (a) The Windward Agent CEP may, on behalf of the Windward Group, at any time, in its sole discretion, cause the Company to effect an IPO Event (which may include, at the Windward Agent's optionoption of CEP, the secondary sale of shares of Company Stock then held by CEP); provided that CEP’s election to include any of its shares of Company Stock in such public offering shall entitle the Windward Group)Non-CEP Stockholders to participate in such offering; provided further, that both CEP and the Non-CEP Stockholders shall participate in the IPO Event in accordance with (and subject to the restrictions applicable to) the “piggyback” registration rights provisions of Article VII hereof. (b) In the event that the Windward Agent, on behalf of the Windward GroupCEP, elects to exercise its rights pursuant to Section 5.6(a4.6(a) above, the Windward Agent Board shall have the right to designate all of the material terms of such IPO Event (e.g., the underwriters, if any, to be retained by the Company in connection therewith, the securities exchanges or national market systems, if any, where the Company's ’s equity would be listed for trading, the price, timing and other terms of the proposed public offering, etc.). In addition, in the event that the Windward Agent CEP elects to exercise the rights of the Windward Group contemplated pursuant to Section 5.6(a4.6(a) above, then the Windward Agent CEP may, at its option, require the remaining Shareholders Stockholders and their respective Permitted Transferees to vote in favor of any amendment(s) amendments to the Articles Certificate and Bylaws By-Laws which are reasonably requested by any underwriter retained in connection with such IPO Event. In particular, in the event of any such proposed IPO Event, upon any request by the Windward AgentCEP, each of the Shareholders Stockholders shall (i) use its respective commercially reasonable 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 amendment(s), and (ii) vote in favor of such proposed amendment(s) amendments 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 additional actions reasonably necessary, to ensure that all necessary shareholder stockholder approvals for such amendment(s) amendments and such IPO Event are obtained.

Rights to Compel IPO Event. (a) The Windward Agent may, on behalf of the Windward Group, at any time, in its sole discretion, cause the Company to effect an IPO Event (which may include, at the Windward Agent's option, the secondary sale of shares of Company Stock then held by the Windward Group); provided that the Windward -------- Group's election to include any of its shares of Company Stock in such public offering shall entitle the Management Stockholders to participate in accordance with (and subject to the restrictions applicable to) the "piggyback" registration rights provisions of Article 9 hereof. (b) In the event that the Windward Agent, on behalf of the Windward Group, elects to exercise its rights pursuant to Section 5.6(a) above, the Windward Agent shall have the right to designate all of the material terms of such IPO Event (e.g., the underwriters, if any, to be retained by the Company in ---- connection therewith, the securities exchanges or national market systems, if any, where the Company's equity would be listed for trading, the price, timing and other terms of the proposed public offering, etc.). In addition, in the event that the Windward Agent elects to exercise the rights of the Windward Group contemplated pursuant to Section 5.6(a) above, then the Windward Agent may, at its option, require the remaining Shareholders Stockholders and their respective Permitted Transferees to vote in favor of any amendment(s) to the Articles Certificate and Bylaws By-Laws which are reasonably requested by any underwriter retained in connection with such IPO Event. In particular, in the event of any such proposed IPO Event, 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 amendment(s), and (ii) vote in favor of such proposed amendment(s) 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 stock- holder approvals for such amendment(s) and such IPO Event are obtained.

Rights to Compel IPO Event. (a) The Windward Agent may, on behalf of the Windward Group, at any time, in its sole discretion, cause the Company to effect an IPO Event (which may include, at the Windward Agent's ’s option, the secondary sale of shares of Company Stock then held by the Windward Group); provided that the Windward Group’s election to include any of its shares of Company Stock in such public offering shall entitle the Management Stockholders to participate in accordance with (and subject to the restrictions applicable to) the “piggyback” registration rights provisions of Article 9 hereof. (b) In the event that the Windward Agent, on behalf of the Windward Group, elects to exercise its rights pursuant to Section 5.6(a) above, the Windward Agent shall have the right to designate all of the material terms of such IPO Event (e.g., the underwriters, if any, to be retained by the Company in connection therewith, the securities exchanges or national market systems, if any, where the Company's ’s equity would be listed for trading, the price, timing and other terms of the proposed public offering, etc.). In addition, in the event that the Windward Agent elects to exercise the rights of the Windward Group contemplated pursuant to Section 5.6(a) above, then the Windward Agent may, at its option, require the remaining Shareholders Stockholders and their respective Permitted Transferees to vote in favor of any amendment(s) to the Articles Certificate and Bylaws By-Laws which are reasonably requested by any underwriter retained in connection with such IPO Event. In particular, in the event of any such proposed IPO Event, 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 amendment(s), and (ii) vote in favor of such proposed amendment(s) 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 amendment(s) and such IPO Event are obtained.