THE COMPANY'S RIGHT TO PURCHASE FRANCHISEE Sample Clauses

THE COMPANY'S RIGHT TO PURCHASE FRANCHISEE. S ASSETS Upon the expiration or termination of the Franchise by the COMPANY in accordance with the provisions of this Agreement or by FRANCHISEE without cause, the COMPANY shall have the option, exercisable by giving written notice thereof within thirty (30) days from the date of such expiration or termination, to purchase from FRANCHISEE all of the tangible assets of FRANCHISEE used in the operation of the Restaurant (including, without limitation, all equipment, fixtures, furniture, signs, and inventory of ingredients, foods, beverages, plates, glasses, cups, utensils, menus, napkins, and other supplies, but excluding any unamortized portion of the franchise fee, cash, short term investments, and accounts receivable) and, if assignable, an assignment of all leases, subleases, agreements, licenses, permits, and certificates required for operation of the Restaurant. The COMPANY shall have the unrestricted right to assign this option to purchase. The purchase price for the tangible assets of FRANCHISEE used in the operation of the Restaurant shall be the lesser of the (i) total purchase price paid by FRANCHISEE for such tangible assets, less depreciation for federal income tax purposes through the date of the expiration or termination of the Franchise as previously elected by FRANCHISEE, or (ii) fair market value of such assets on the date of the expiration or termination of the Franchise. Should the COMPANY and FRANCHISEE disagree as to the purchase price of such tangible assets, such disagreement shall be resolved pursuant to the arbitration provisions of Section 18 hereof, with the COMPANY and FRANCHISEE responsible for their respective costs and attorney fees incurred in connection therewith. No amount shall be paid by the COMPANY to FRANCHISEE for the assignment of all leases, subleases, agreements, licenses, permits, and certificates that may be assigned. The purchase price for the tangible assets of FRANCHISEE used in the operation of the Restaurant shall be paid in cash at the closing of the purchase, which shall take place not later than thirty (30) days after the determination of the purchase price, at which time FRANCHISEE shall: (i) deliver instruments transferring good and marketable title to the tangible assets purchased, free and clear of all liens and encumbrances, to the COMPANY or its nominee, with all sales and other transfer taxes paid by FRANCHISEE and (ii) assign to the COMPANY or its nominee all leases, subleases, agreements, licenses...
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Related to THE COMPANY'S RIGHT TO PURCHASE FRANCHISEE

  • The Company’s Rights The existence of the Award Shares shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Right to Purchase The right of the Seller to purchase all of the Mortgage Loans pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans being less than $50,023,418.44 (10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Company’s Right to Terminate Notwithstanding the provisions of Section 3.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons:

  • Company Right to Purchase For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

  • CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK The right of the Company hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction or, where legally permissible, the waiver of each of the following conditions:

  • Recognition of Company’s Rights I will not, at any time, without the Company’s prior written permission, either during or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of my duties as an employee of the Company. I will cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver to the Company all copies of Proprietary Information in my possession or control upon the earlier of a request by the Company or termination of my employment.

  • Company’s Rights The existence of this Agreement will not affect in any way the right or power of the Company or its Shareholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 11.16 of the Plan.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Recognition of Company’s Rights; Nondisclosure At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns.

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