Wingstop Inc. Sample Contracts

● ] Shares WINGSTOP INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • New York
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6,765,858 Shares WINGSTOP INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2016 • Wingstop Inc. • Retail-eating places • New York

RC II WS LLC, a stockholder (the “Selling Shareholder”) of Wingstop Inc., a Delaware corporation (the “Company”), proposes to sell to Morgan Stanley & Co. LLC as set forth on Schedule II (the “Underwriters”, term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), an aggregate of 6,765,858 shares of the Common Stock, par value $0.01 per share, of the Company (the “Shares”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 18, 2015 by and among WING STOP HOLDING CORPORATION, as Borrower, the Subsidiaries of the Borrower party hereto, as Guarantors the Lenders referred to herein, as Lenders, and WELLS FARGO...
Credit Agreement • March 27th, 2015 • Wingstop Inc. • Retail-eating places • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 2015 (amending and restating the Existing Credit Agreement referred to below) by and among WING STOP HOLDING CORPORATION, a Georgia corporation, as Borrower, the Guarantors (as defined herein), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by WINGSTOP GUARANTOR LLC, and WINGSTOP FRANCHISING LLC, each as a Guarantor in favor of CITIBANK, N.A., as Trustee Dated as of October 30, 2020
Guarantee and Collateral Agreement • November 2nd, 2020 • Wingstop Inc. • Retail-eating places • New York

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 30, 2020, made by WINGSTOP GUARANTOR LLC, a Delaware limited liability company (“Funding Holdco”), and WINGSTOP FRANCHISING LLC, a Delaware limited liability company (“Wingstop Franchisor”, and, together with Funding Holdco and any Future Securitization Entities that become parties hereto pursuant to Section 8.11 hereof, the “Guarantors” and, each, a “Guarantor”), in favor of Citibank, N.A., a national banking association, as trustee under the Indenture referred to below (in such capacity, together with its permitted successors and assigns in such capacity, the “Trustee”) for the benefit of the Secured Parties.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Delaware

This INDEMNIFICATION AGREEMENT is made and executed effective as of this day of , 2015, by and between Wingstop Inc., a Delaware corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2016 • Wingstop Inc. • Retail-eating places • Texas

This Employment Agreement (this “Employment Agreement”), effective as of May 29, 2015 (the “Effective Date”), is entered into by Wingstop Restaurants Inc., a Texas corporation (the “Company”), and Larry D. Kruguer, in his individual capacity (“Executive”), on the terms and conditions as follows:

MANAGEMENT AGREEMENT
Management Agreement • November 14th, 2018 • Wingstop Inc. • Retail-eating places • New York

This MANAGEMENT AGREEMENT, dated as of November 14, 2018 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among WINGSTOP FUNDING LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”), WINGSTOP FRANCHISING LLC, a Delaware limited liability company (“Wingstop Franchisor”), WINGSTOP GUARANTOR LLC, a Delaware limited liability company (“Funding Holdco” and, together with Wingstop Franchisor, the “Guarantors” and together with the Issuer and each person that becomes a party hereto pursuant to Section 8.16, the “Securitization Entities”), WINGSTOP RESTAURANTS INC., a Texas corporation, as Manager (together with its successors and assigns, “WRI”), and CITIBANK, N.A., a national banking association, not in its individual capacity but solely as the indenture trustee under the Indenture (as defined below) (together with its successor and ass

EMPLOYMENT AGREEMENT
Employment Agreement • February 19th, 2020 • Wingstop Inc. • Retail-eating places • Texas

This Amended and Restated Employment Agreement (this “Agreement”), executed on November 13, 2019 (the “Effective Date”), is entered into by Wingstop Inc., a Delaware corporation (the “Company”), and Charles R. Morrison, in his individual capacity (“Executive”), on the terms and conditions as follows:

WINGSTOP INC.
Restricted Stock Award Agreement • February 19th, 2020 • Wingstop Inc. • Retail-eating places • Delaware

This Restricted Stock Award Agreement (this “Award Agreement”) evidences the award (the “Award”) by Wingstop Inc. (the “Company”) to [________] (the “Grantee”) of [________] shares of Common Stock of the Company (the “Restricted Stock”) in accordance with and subject to the restrictions set forth in this Award Agreement and the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”).

WINGSTOP INC.
Based Restricted Stock Unit Award Agreement • February 19th, 2020 • Wingstop Inc. • Retail-eating places • Delaware

This Service-based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences the award (the “Award”) by Wingstop Inc. (the “Company”) to [________] (the “Grantee”) of [________] restricted stock units (“RSUs”) granted on [________] (the “Grant Date”) in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”).

WINGSTOP INC.
Based Restricted Stock Unit Award Agreement • February 19th, 2020 • Wingstop Inc. • Retail-eating places • Delaware

This Performance-based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences the award (the “Award”) by Wingstop Inc. (the “Company”) to [_______] (the “Grantee”) of [_______] performance-based restricted stock units (“PRSUs”), granted on [_______] (the “Grant Date”) in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). The number of PRSUs awarded with respect to each of the following three successive performance periods (each a “Performance Period”) is as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2018 • Wingstop Inc. • Retail-eating places • Delaware

This employment agreement (this “Agreement”), effective as of January 3, 2018 (the “Effective Date”), is entered into by Wingstop Restaurants Inc., a Texas corporation (the “Company”), and Lawrence Kruguer, in his individual capacity (“Executive”), on the terms and conditions as follows:

WINGSTOP FUNDING LLC WINGSTOP GUARANTOR LLC WINGSTOP FRANCHISING LLC $250,000,000 SERIES 2022-1 3.734% FIXED RATE SENIOR SECURED NOTES, CLASS A-2 PURCHASE AGREEMENT
Wingstop Funding • March 3rd, 2022 • Wingstop Inc. • Retail-eating places • New York

Wingstop Funding LLC, a Delaware limited liability company (the “Issuer”), proposes, upon the terms and conditions set forth in this agreement (as the same may be amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), to issue and sell to Morgan Stanley & Co. LLC (the “Initial Purchaser”), $250,000,000 aggregate principal amount of the Series 2022-1 3.734% Fixed Rate Senior Secured Notes, Class A-2 (the “Class A-2 Notes”). The Class A-2 Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and (ii) are to be issued pursuant to an amended and restated Base Indenture, dated as of October 30, 2020 (the “Series 2020-1 Closing Date”) (the “Existing Base Indenture”), as the same shall be further amended and restated pursuant to the Second Amended and Restated Base Indenture (as so amended and restated and as the same may be further amended, amended and restated, supplemented or otherw

WING STOP HOLDING CORPORATION SHAREHOLDER AGREEMENT
Shareholder Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Georgia

THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made as of April 9, 2010, by and among WING STOP HOLDING CORPORATION, a Georgia corporation (the “Company”), RC II WS LLC, a Georgia limited liability company (the “Majority Shareholder”), and GLEACHER MEZZANINE FUND II, L.P., a Delaware limited partnership (the “Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WINGSTOP INC. PERFORMANCE–BASED RESTRICTED STOCK UNIT AGREEMENT
Based Restricted Stock Unit Agreement • February 1st, 2017 • Wingstop Inc. • Retail-eating places • Delaware

This Performance-Based Restricted Stock Unit Agreement (this “Award Agreement”) evidences the grant by Wingstop Inc. (the “Company”), in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”), of a maximum of performance-based restricted stock units (“PSUs”), subject to the restrictions set forth in this Award Agreement and the Plan (the “Award”), to (the “Grantee”), effective as of (the “Grant Date”).

WING STOP HOLDING CORPORATION SHAREHOLDER AGREEMENT
Shareholder Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Georgia

THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made as of [ ], 201[ ], by and among WING STOP HOLDING CORPORATION, a Georgia corporation (the “Company”), RC II WS LLC, a Georgia limited liability company (the “Majority Shareholder”), and [ ], in [his/her] individual capacity (the “Shareholder”).

WINGSTOP FUNDING LLC, as Issuer and CITIBANK, N.A., as Trustee and Series 2020-1 Securities Intermediary SERIES 2020-1 SUPPLEMENT Dated as of October 30, 2020 to AMENDED AND RESTATED BASE INDENTURE Dated as of October 30, 2020 $50,000,000 Series...
Wingstop Inc. • November 2nd, 2020 • Retail-eating places • New York

This SERIES 2020-1 SUPPLEMENT, dated as of October 30, 2020 (this “Series Supplement”), is entered into by and between WINGSTOP FUNDING LLC, a Delaware limited liability company, as the issuer (the “Issuer”), and CITIBANK, N.A., a national banking association, as the trustee (in such capacity, the “Trustee”) and as Series 2020-1 Securities Intermediary, and is a Series Supplement to the Amended and Restated Base Indenture, dated as of October 30, 2020, by and between the Issuer and Citibank, N.A., as the Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

WINGSTOP INC.
Stock Option Award Agreement • May 6th, 2020 • Wingstop Inc. • Retail-eating places • Delaware

This Stock Option Award Agreement (this “Award Agreement”) evidences the grant by Wingstop Inc. (the “Company”), in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”), of a stock option (the “Option”) to ­­­[________________] (the “Participant”) to purchase from the Company up to [________________ (______)] Shares of Common Stock of the Company at an “Option Price” equal to $[________] per Share (being the Fair Market Value per Share on the Grant Date). The Option is granted effective as of [______________, 20___] (the “Grant Date”). The Option is a Nonqualified Stock Option that is intended to comply with the provisions governing nonqualified stock options under the final Treasury Regulations issued on April 17, 2007, in order to exempt this Option from application of Section 409A of the Code, and is not qualified as an Incentive Stock Option under Section 422 of the Code.

December 26, 2019 Mr. Lawrence Kruguer Dallas, Texas 75230
Letter Agreement • February 19th, 2020 • Wingstop Inc. • Retail-eating places • Texas

This letter agreement (this "Agreement") confirms the terms of the resignation of your employment from Wingstop Inc. (the "Company").

WINGSTOP FUNDING LLC, as Issuer and CITIBANK, N.A., as Trustee and Series 2018-1 Securities Intermediary SERIES 2018-1 SUPPLEMENT Dated as of November 14, 2018 to BASE INDENTURE Dated as of November 14, 2018
Note Purchase Agreement • November 14th, 2018 • Wingstop Inc. • Retail-eating places • New York

SERIES 2018-1 SUPPLEMENT, dated as of November 14, 2018 (this “Series Supplement”), by and between WINGSTOP FUNDING LLC, a Delaware limited liability company, as the issuer (the “Issuer”), and CITIBANK, N.A., a national banking association, as the trustee (in such capacity, the “Trustee”) and as Series 2018-1 Securities Intermediary, to the Base Indenture, dated as of November 14, 2018, by and between the Issuer and Citibank, N.A., as the Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

CLASS A-1 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 14th, 2018 • Wingstop Inc. • Retail-eating places • New York

THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of November 14, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:

EXECUTIVE SEVERANCE PLAN
Participation Agreement • February 27th, 2019 • Wingstop Inc. • Retail-eating places

This Participation Agreement (this “Agreement”) is made and entered into by and between [_______________] (“Executive”) and Wingstop Inc. (the “Company”), effective as of [_______________]. Unless otherwise defined herein, any capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

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Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Cross-References 1 Section 1.3 Accounting and Financial Determinations; No Duplication 1 Section 1.4 Rules of Construction 2 Article II THE NOTES 3...
Wingstop Inc. • November 14th, 2018 • Retail-eating places • New York

BASE INDENTURE, dated as of November 14, 2018, by and among WINGSTOP FUNDING LLC, a Delaware limited liability company (the “Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary.

COMMERCIAL CONTRACT OF SALE [Check all boxes applicable to this Contract - Boxes not checked do not apply to this Contract]
Wingstop Inc. • June 25th, 2019 • Retail-eating places • Texas

In consideration of the agreements contained in this Commercial Contract of Sale (the "Contract"), Seller shall sell and convey to Purchaser, and Purchaser shall buy and pay for, the Property (defined below) pursuant to the provisions, and subject to the conditions, of this Contract.

June 14, 2019
Restricted Stock Unit Award Agreement • June 18th, 2019 • Wingstop Inc. • Retail-eating places • Texas

This letter agreement (this "Agreement") confirms the terms of the resignation of your employment from Wingstop Inc. (the "Company").

WINGSTOP RESTAURANTS, INC. CHANGE IN CONTROL BONUS AWARD AGREEMENT GRANT
Control Bonus Award Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Texas

Wingstop Restaurants, Inc. (the “Company”) hereby grants to (“[Grantee/Executive]”) a Change in Control Bonus Award (the “Bonus”) in the amount determined pursuant to Section 2 below, which Bonus will become payable only upon consummation of a transaction resulting in a Change in Control (as defined in Section 1 below) of Wing Stop Holding Corporation (“Parent”), and is subject to [Grantee/Executive]’s compliance with each of the requirements of this Change in Control Bonus Award Agreement (this “Agreement”). [Grantee/Executive] hereby accepts the Bonus described in this Agreement subject to the terms and conditions set forth in this Agreement.

REGISTRATION RIGHTS AGREEMENT BY AND AMONG WINGSTOP INC., RC II WS LLC AND THE STOCKHOLDERS SET FORTH ON SCHEDULE 1 ATTACHED HERETO DATED JUNE , 2015
Registration Rights Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of June , 2015, is made and entered into by and among Wingstop Inc., a Delaware corporation (the “Company”), RC II WS LLC, a Georgia limited liability company (“RC II WS”) and certain persons listed on Schedule I hereto (such persons, together with RC II WS, in their capacity as holders of Registrable Shares, the “Holders” and each a “Holder”).

WINGSTOP INC.
Based Restricted Stock Unit Award Agreement • May 6th, 2020 • Wingstop Inc. • Retail-eating places • Delaware

This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences the grant by Wingstop Inc. (the “Company”), in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”), of a target number of performance-based restricted stock units (“PSUs”) equal to [ ] PSUs (the “Target PSUs”), with a maximum of [ ] PSUs (the “Maximum PSUs”), subject to the restrictions set forth in this Award Agreement and the Plan (the “Award”), to [______________] (the “Grantee”), effective as of [____________], 2020 (the “Grant Date”).

WINGSTOP INC. SERVICE–BASED RESTRICTED STOCK UNIT AGREEMENT
Based Restricted Stock Unit Agreement • February 1st, 2017 • Wingstop Inc. • Retail-eating places • Delaware

This Service-based Restricted Stock Unit Agreement (this “Award Agreement”) evidences the grant by Wingstop Inc. (the “Company”), in accordance with the Wingstop Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”), of restricted stock units (“RSUs”), subject to the restrictions set forth in this Award Agreement and the Plan (the “Award”), to (the “Grantee”), effective as of (the “Grant Date”).

320,000,000 SERIES 2018-1 4.970% FIXED RATE SENIOR SECURED NOTES, CLASS A-2 PURCHASE AGREEMENT
Purchase Agreement • November 7th, 2018 • Wingstop Inc. • Retail-eating places • New York

Wingstop Funding LLC, a Delaware limited liability company (the “Issuer”), proposes, upon the terms and conditions set forth in this agreement (as the same may be amended or otherwise modified from time to time, this “Agreement”), to issue and sell to Barclays Capital Inc. (the “Initial Purchaser”), $320,000,000 aggregate principal amount of the Series 2018-1 4.970% Fixed Rate Senior Secured Notes, Class A-2 (the “Class A-2 Notes”). The Class A-2 Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and (ii) are to be issued pursuant to a Base Indenture (the “Base Indenture”) and a series supplement thereto (the “Series 2018-1 Supplement” and, together with the Base Indenture, the “Indenture”), each to be dated as of November 14, 2018 (the “Closing Date”) and entered into between the Issuer and Citibank, N.A., a national banking association, as the trustee (in such capacity, the “Trustee”) and the securities intermediary there

CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2020-1 CLASS A-1 NOTES)
Note Purchase Agreement • November 2nd, 2020 • Wingstop Inc. • Retail-eating places • New York

THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of October 30, 2020 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:

WING STOP HOLDING CORPORATION SHAREHOLDER AGREEMENT
Shareholder Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Georgia

THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made as of [ ], 201[ ], by and between WING STOP HOLDING CORPORATION, a Georgia corporation (the “Company”), and [ ], in his individual capacity (the “Shareholder”).

AMENDED AND RESTATED MANAGEMENT ADVISORY AND CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • March 27th, 2015 • Wingstop Inc. • Retail-eating places • Georgia

THIS AMENDED AND RESTATED MANAGEMENT ADVISORY AND CONSULTING SERVICES AGREEMENT is dated as of December 15, 2011 (this “Agreement”) by and between WING STOP HOLDING CORPORATION, a Georgia corporation (the “Company”), and Roark Capital Management, LLC, a Delaware limited liability company (together with its permitted assignees, the “Consultant”).

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