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name: Merger or other Major Transaction

Merger or other Major Transaction. In the event of a merger between AKGI or Westin, on the one hand, and any third party, on the other hand, or any acquisition by a third party of greater than 50% of the shares of either AKGI or Westin, whichever of AKGI or Westin is a party to such transaction may terminate this Agreement or the Joint Venture Agreement upon written notice delivered within sixty (60) days of consummation of such transaction. In the event of the execution of a letter of intent or definitive agreement relating to a merger between AKGI with, or the acquisition (other than in connection with a public offering) of more than 50% of the outstanding shares of AKGI by, a company which owns a Four Star hotel brand which does not agree to cease management, ...