name / content / group

name: Merger or other Major Transaction

content: 333243

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, franchising, acquisition and development of incremental hotels, Westin may, at its option upon written notice delivered within sixty (60) days after the execution of such letter of intent or definitive agreement, terminate this Agreement or the Joint Venture Agreement, in which event (i) Westin will become the sole general partner of all partnerships through which Westin Opportunities that are located on or adjacent to Westin hotels are pursued and (ii) AKGI will become the sole general partner of all partnerships through which Westin Opportunities that are not located on or adjacent to Westin hotels are pursued. In the event of the execution of a letter of intent or definitive agreement relating to a merger between Westin with, or the acquisition (other than in connection with a public offering) of more than 50% of the outstanding shares of Westin by, a company which is in the timeshare business and which does not agree to cease management, sales, acquisition and development of incremental timeshare properties outside of the Joint Venture Agreement, AKGI may, at its option upon written notice delivered within sixty (60) days after the execution of such letter of intent or definitive agreement, terminate this Agreement or the Joint Venture Agreement, in which event (i) Westin will become the sole general partner of all partnerships through which Westin Opportunities that are located on or adjacent to Westin hotels are pursued and (ii) AKGI will become the sole general partner of all partnerships through which Westin Opportunities that are not located on or adjacent to Westin hotels are pursued.