Removed and Reserved. Section 5.20
Removed and Reserved. Section 7.4
Removed and Reserved. Section 5.32 Absence of Certain Changes or Events . From inception on July 7, 2014, (a) the Acquiror has conducted its business only in Ordinary Course of Business; (b) there has not been any change in the assets, Liabilities, financial condition or operating results of the Acquiror since, except changes in the Ordinary Course of Business that have not caused, in the aggregate, a Material Adverse Effect on the Acquiror; and (iii) the Acquiror has not completed or undertaken any of the actions set forth in Section 6.2. The Acquiror has not taken any steps to seek protection pursuant to any Law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Acquiror have any Knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.
Removed and Reserved. (e) Notwithstanding Sections 10(a), (b), (c) and (d), no adjustment in the Exercise Price pursuant to such paragraphs shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this Section 10(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 10 shall be made to the nearest cent or the nearest hundredth of a share, as the case may be.
Removed and Reserved b.The obligation of the Buyer hereunder to purchase Additional Notes at any Additional Closing is subject to the satisfaction, at or before applicable Additional Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
Removed and Reserved. (h) At the Initial Closing and at any Subsequent Closing, there shall be furnished to the Underwriter a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Underwriter to the effect that each signer has carefully examined the Offering Statement, and the Final Offering Circular, and that to each of such person's knowledge:
Removed and Reserved. (i) In the event that the Partnership, directly or indirectly, opens to the public the Initial Restaurant (as defined in the Development Option Agreement) and two (2) or more Additional Restaurants (as defined in the Development Option Agreement), HPI shall have the right, but not the obligation, at any time and from time to time after the date upon which the second Additional Restaurant is opened to the general public, upon notice (the "Call Notice") in accordance with Section 17 hereof to RMRP, to acquire all or any part of RMRP's Partnership Interest at the purchase price set forth in Section 11(f)(iv) with the terms of purchase to be as otherwise specified in Section 11(d)(ii)(B) hereof. The Call Notice shall set forth (A) the amount of RMRP's Partnership Interest to be purchased by HPI pursuant to this Section 11(i) and (B) the date upon which the closing of such purchase shall take place. The closing of such purchase(s), if any, pursuant to this Section 11(i) shall occur on a date set forth by HPI which date shall be on or before the date which is ninety (90) days after the determination of a final purchase price pursuant to Section 11(f)(iv) whether by the agreement of HPI and RMRP or appraisal.
Removed and Reserved. Section 6.2 Section 6.2
Removed and Reserved. (xxxi) Except for any failures, exceptions or deficiencies that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (A) the Company and its subsidiaries possess all licenses, certificates, permits and other authorizations (collectively, “Permits”) issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governments or regulatory authorities that are necessary for the conduct of their respective businesses as described in the Registration Statement, the Pricing Prospectus and the Prospectus; and (B) except as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, neither the Company nor any of its subsidiaries has received written notice or any revocation or modification of any Permit, or, to the Company’s knowledge, has any federal, state, local or foreign government or regulatory authority taken any action to limit, suspend or revoke a Permit;
Removed and Reserved. Section 600.9 is removed and reserved.
