Common use of Rights to Compel Sale Generally Clause in Contracts

Rights to Compel Sale Generally. The Windward Group shall have the right (the "Compelled Sale Right") to cause the sale of all or substantially all of the Company to a Third Party (the "Third Party Purchaser"), whether pursuant to a sale of Company Stock, merger, consolidation, stock swap, business combination, sale of assets or similar transaction (any such sale, the "Compelled Sale"); provided, that the Windward Group gets treated no more favorably as to the terms and conditions of the Compelled Sale than the other Shareholders (other than with respect to any transaction fee arrangements entered into by the Company and Windward (or any of its Affiliates) in connection with a Compelled Sale, provided, that such fees are consistent with market practice for transactions of a similar type and size). If the Windward Group proposes to exercise its Compelled Sale Right, the Windward Agent shall send written notice of the exercise of its Compelled Sale Right to each of the remaining Shareholders, setting forth the consideration to be paid by the Third Party Purchaser and the other terms and conditions of such transaction (such notice, the "Compelled Sale Notice").

Rights to Compel Sale Generally. The Windward Group shall have the right (the "“Compelled Sale Right"”) to cause the sale of all or substantially all of the Company to a Third Party (the "“Third Party Purchaser"”), whether pursuant to a sale of Company Stock, merger, consolidation, stock swap, business combination, sale of assets or similar transaction (any such sale, the "“Compelled Sale"”); provided, provided that the Windward Group gets treated no more favorably as to the terms and conditions of the Compelled Sale than the other Shareholders Stockholders (other than with respect to any transaction fee arrangements entered into by the Company and Windward (or any of its Affiliates) in connection with a Compelled Sale which such transaction fee arrangements, in the case of any Compelled Sale, provided, that such fees are consistent with market practice for transactions shall be subject to the approval of a similar type and sizemajority of the directors of the Company who are not Windward Nominees). If the Windward Group proposes to exercise its Compelled Sale Right, the Windward Agent shall send written notice of the exercise of its Compelled Sale Right to each of the remaining ShareholdersStockholders, setting forth the consideration to be paid by the Third Party Purchaser and the other terms and conditions of such transaction (such notice, the "“Compelled Sale Notice"”).

Rights to Compel Sale Generally. The Windward Group shall have the right (the "Compelled Sale Right") to cause the sale of all or substantially all of the Company to a Third Party (the "Third Party Purchaser"), whether pursuant to a sale of Company Stock, merger, consolidation, stock swap, business combination, sale of assets or similar transaction (any such sale, the "Compelled Sale"); provided, provided that the Windward Group gets treated no more favorably as to the terms and conditions of the Compelled Sale than the other Shareholders (other than with respect to any transaction fee arrangements entered into by the Company and Windward (or any of its Affiliates) in connection with a Compelled Sale, provided, provided that such fees are consistent with market practice for transactions of a similar type and size). If the Windward Group proposes to exercise its Compelled Sale Right, the Windward Agent shall send written notice of the exercise of its Compelled Sale Right to each of the remaining Shareholders, setting forth the consideration to be paid by the Third Party Purchaser and the other terms and conditions of such transaction (such notice, the "Compelled Sale Notice").

Rights to Compel Sale Generally. The Windward Group shall have ------------------------------- the right (the "Compelled Sale Right") to cause the sale of all or substantially all of the Company to a Third Party (the "Third Party Purchaser"), whether pursuant to a sale of Company Stock, merger, consolidation, stock swap, business combination, sale of assets or similar transaction (any such sale, the "Compelled Sale"); provided, provided that the Windward Group gets treated no more -------- favorably as to the terms and conditions of the Compelled Sale than the other Shareholders Stockholders (other than with respect to any transaction fee arrangements entered into by the Company and Windward (or any of its Affiliates) in connection with a Compelled Sale which such transaction fee arrangements, in the case of any Compelled Sale, provided, that such fees are consistent with market practice for transactions shall be subject to the approval of a similar type and sizemajority of the directors of the Company who are not Windward Nominees). If the Windward Group proposes to exercise its Compelled Sale Right, the Windward Agent shall send written notice of the exercise of its Compelled Sale Right to each of the remaining ShareholdersStockholders, setting forth the consideration to be paid by the Third Party Purchaser and the other terms and conditions of such transaction (such notice, the "Compelled Sale Notice").