Common use of Company's Right to Purchase Clause in Contracts

Company's Right to Purchase. (a) In the event of any Termination of Employment (i) by the Company without Cause, (ii) due to resignation by the Purchaser with Good Reason or (iii) due to the Purchaser's Retirement, the Company shall have the right to purchase, and the Purchaser and his Transferees (hereinafter referred to as the "Purchaser's Group") shall be required upon exercise of such right to sell to the Company (or its designee), a number of shares of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares equal to the total number of shares of the Class B Common Stock and the Option Shares held by the Purchaser's Group times the Put/Call Percentage in effect as of the date of Termination of Employment at a per share price equal to the FMV per Share as of the date of such Termination of Employment. (b) In the event of any Termination of Employment due to death of the Purchaser or Disability of the Purchaser, the Company shall have the right to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company (or its designee) all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares held by the Purchaser Group at a per share price equal to the FMV per Share as of the date of such Termination of Employment; provided that in the event of the death of the Purchaser, the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries may elect to retain 20% of the Class B Common Stock. (c) In the event of any Termination of Employment for Cause or resignation by the Purchaser without Good Reason, the Company shall have the right and option to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company, all of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares held by the Purchaser's Group at a per share price equal to the lesser of (i) in the case of the Class B Common Stock, the Cost of the Common Stock plus interest thereon accrued from the Closing Date at a rate equal to the appropriate applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, or, in the case of Option Shares, the price paid upon exercise of the Option with respect to such Option Shares and (ii) the FMV per Share as of the date of such Termination of Employment. (d) If the Company desires to exercise its right to purchase all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares following any Termination of Employment, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention to purchase such Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares. If the Company decides not to exercise such right, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention not to exercise such right. The closing of such purchase shall take place at the principal office of the Company within 30 days after the giving of such written notice by the Company. The Company's rights to purchase under this Section 4.1 may not be exercised in part.

Company's Right to Purchase. (a) In the event of any Termination of Employment (i) by the Company without Cause, (ii) due to resignation by the Purchaser Optionee with Good Reason or (iii) due to the PurchaserOptionee's Retirement, the Company (or its designee) shall have the right to purchasepurchase and cancel, and the Purchaser and his Transferees (hereinafter referred to as the "Purchaser's Group") Optionee shall be required upon exercise of such right to sell to the Company (or its designee), a number of shares all of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares exercisable Options held by Optionee for an amount equal to the product of (A) the total number of shares of the Class B A Common Stock and the Option Shares subject to exercisable Options held by the Purchaser's Group times Optionee and (B) the Put/Call Percentage in effect as of the date of Termination of Employment Employment, at a price per share price equal to the FMV per Share as of the date of such Termination of EmploymentEmployment less the Exercise Price. (b) In the event of any Termination of Employment due to (i) death of the Purchaser Optionee or (ii) Disability of the PurchaserOptionee, the Company (or its designee) shall have the right to purchasepurchase and cancel, and the Purchaser's Group Optionee shall be required upon exercise by the Company of such right to sell to the Company (or its designee) ), all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares exercisable Options held by the Purchaser Group at a per share price Optionee for an amount equal to the product of (A) the total number of shares of Class A Common Stock subject to exercisable Options held by Optionee and (B) the FMV per Share as of the date of such Termination of Employment; provided that in Employment less the event of the death of the Purchaser, the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries may elect to retain 20% of the Class B Common StockExercise Price. (c) In the event of any Termination of Employment (i) by the Company for Cause or resignation (ii) by the Purchaser Optionee without Good Reason, the Company all Options (whether or not then exercisable) shall have the right and option to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company, all of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares held by the Purchaser's Group at a per share price equal to the lesser of (i) in the case of the Class B Common Stock, the Cost of the Common Stock plus interest thereon accrued from the Closing Date at a rate equal to the appropriate applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, or, in the case of Option Shares, the price paid upon exercise of the Option with respect to such Option Shares and (ii) the FMV per Share as of the date of such Termination of Employmentterminate without any payment. (d) If the Company desires to exercise its right to purchase all of the Class B any Common Stock or Class C Common Stocksubject to Options pursuant to this Section 5.1, as the case may beCompany shall, and Option Shares not later than the date of seventy-five (75) days following any such Termination of Employment, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group Optionee or his estate of its intention to purchase such Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares. If the Company decides not to exercise such right, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention not to exercise such rightOptions. The closing of such purchase shall take place at the principal office of the Company within 30 thirty (30) days after the giving of such written notice by the Company. The Company's rights to purchase under this Section 4.1 5.1 may not be exercised in part. If the Company chooses not to exercise such right, the Company shall not later than seventy-five (75) days after the date of such Termination of Employment send written notice to the Optionee or his estate of its intention not to exercise such right.

Company's Right to Purchase. PHYSICAL ASSETS OF THE FRANCHISED BUSINESS. (a) In addition to Franchisee's duty to sell all of the event of Hardware and any Termination of Employment (i) by the replacement items to Company without Causein AS IS condition as provided in this Agreement, (ii) due to resignation by the Purchaser with Good Reason or (iii) due to the Purchaser's Retirement, the Company shall have the right right, but not the obligation, to purchase all, or any, of Franchisee's physical assets relating to the Franchised Business that are not treated by the Lease as fixtures of the Franchise Location and part of the realty, at Franchisee's original cost less depreciation, based upon the depreciation schedule which Company or Company's Affiliates use for like or comparable property, less the remaining balance, if any, of any financing that Franchisee owes to third parties for which the physical asset is pledged as security. Company may exercise this option by giving Franchisee written notice within 10 days after the Effective Date of Termination or Expiration of this Agreement, specifying in the notice the specific physical assets that it desires to purchase. Within 10 days following receipt of Company's written notice, Franchisee shall furnish Company with documentation substantiating the original cost of each item identified by Company and depreciation taken as reported by Franchisee in its federal and state income tax returns. Within 10 days following receipt of Franchisee's documentation, Company shall notify Franchisee of the particular assets it will purchase and calculate the purchase price for the items in accordance with this Section, and within 10 days after giving the Purchaser and his Transferees (hereinafter referred to as notice, Company will pay Franchisee the "Purchaser's Group") purchase price, less permitted set-offs. Franchisee shall be required upon exercise of such right to sell to the Company (or its designee), a number of shares deliver possession of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares equal physical assets to the total number of shares Company upon Company's payment of the Class B Common Stock net purchase price free and clear of all liens and encumbrances not approved by Company in writing. Company's failure to serve written notice of its election within 10 days after the Option Shares held by the Purchaser's Group times the Put/Call Percentage in effect as of the date Effective Date of Termination or Expiration of Employment at a per share price equal this Agreement shall signify its decision not to the FMV per Share as purchase any remaining physical assets of the date of such Termination of EmploymentFranchisee. (b) In With respect to the event of any Termination of Employment due to death of the Purchaser or Disability of the Purchaserphysical assets that Company purchases, the Company shall have the absolute right to purchaseset off from the purchase price all sums then owed by Franchisee to Company, Company's Affiliates or the Promotional Fund under this Agreement, including damages, costs and expenses and reasonable attorneys' fees in enforcing the Purchaser's Group shall be required upon exercise by the Company of such default and termination. The right to sell to the Company (or its designee) all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares held by the Purchaser Group at a per share price equal to the FMV per Share as of the date of such Termination of Employment; provided that in the event of the death of the Purchaser, the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries may elect to retain 20% of the Class B Common Stock. (c) In the event of any Termination of Employment for Cause or resignation by the Purchaser without Good Reason, the Company shall have the right and option to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company, all of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares held by the Purchaser's Group at a per share price equal to the lesser of (i) in the case of the Class B Common Stock, the Cost of the Common Stock plus interest thereon accrued from the Closing Date at a rate equal to the appropriate applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, or, in the case of Option Shares, the price paid upon exercise of the Option with respect to such Option Shares and (ii) the FMV per Share as of the date of such Termination of Employment. (d) If the Company desires to exercise its right to purchase all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares following any Termination of Employment, the Company set off shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention to purchase such Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares. If the Company decides not to exercise such right, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention not to exercise such right. The closing of such purchase shall take place at the principal office of the Company within 30 days after the giving of such written notice by the Company. The limit Company's rights to purchase remedies under this Section 4.1 may not be exercised in partAgreement or Applicable Law.

Company's Right to Purchase. (a) In the event of any Termination of Employment (i) If, within ten (10) business days following the receipt by the Company without Causeof a Registration Notice, the Company notifies the Holders of its good faith intention to purchase such Registrable Securities in accordance with the terms of this SECTION 2(b) and the Company notifies the Holders that the Company reasonably believes that the Agent will unconditionally consent in writing to the Company's purchase of such Registrable Securities, then the Company's obligations to use its best efforts to register or qualify under SECTION 2(A) shall be deferred for a period not to exceed ten (10) business days following the receipt by the Holders of the Company's notice of its intent to purchase such Registrable Securities along with a copy of the Agent's unconditional written consent to the Company purchasing such Registrable Securities, unless the Company delivers an Acceptance Notice (as defined in clause (ii) due below) to resignation the Holders along with a copy of the Agent's unconditional written consent to the Company purchasing such Registrable Securities, in which case the Company's obligations shall be deferred for a period not to exceed thirty (30) days following the receipt by the Purchaser with Good Reason or Holders of the Acceptance Notice. (iiiii) due A Holder's request for registration pursuant to SECTION 2(a) shall be an offer by such Holder (the "OFFER") to sell to the Purchaser's RetirementCompany all Warrant Shares proposed to be included in such registration by such Holder for a cash purchase price equal to the product of (A) the average of the Quoted Prices for the Common Stock for the thirty (30) consecutive trading days commencing forty-five (45) trading days prior to such Registration Notice multiplied by (B) the number of Warrant Shares offered to the Company by such Holder. After receipt by the Company of a Registration Notice pursuant to SECTION 2(a), the Company shall have ten (10) business days to give written notice of its intention to accept or reject the right Offer and agree to purchasepurchase all, but not less than all, Warrant Shares proposed to be included in such registration. Failure to respond within such 10-day period shall be deemed notice of rejection. In the event that the Company notifies the Holders of its intention to accept such Offer (the "ACCEPTANCE NOTICE"), then the Acceptance Notice, taken in conjunction with the Offer, shall constitute a valid and legally binding purchase and sale agreement, and the Purchaser and his Transferees (hereinafter referred to as the "Purchaser's Group") payment in cash for such Warrant Shares shall be required upon exercise of such right to sell to made by the Company within thirty (30) days following the receipt by the Holders of the Acceptance Notice. If the Company rejects or is deemed to reject the Offer (or its designeeif the Company did not in good faith intend to accept the Offer), the Company will expeditiously prepare and file a number of shares of the Class B Common Stock or Class C Common Stock, as the case may beregistration statement with respect to, and use its best efforts to effect the Option Shares equal registration of, the Registrable Securities requested to the total number of shares of the Class B Common Stock and the Option Shares held by the Purchaser's Group times the Put/Call Percentage in effect as of the date of Termination of Employment at a per share price equal be registered pursuant to the FMV per Share as of the date of such Termination of EmploymentSECTION 2(A). (biii) In If the event of any Termination of Employment due Company gives an Acceptance Notice, it shall promptly notify each Holder that elected to death of participate in the Purchaser or Disability of the PurchaserRegistration Notice, and the Company shall have no obligation to register the right shares of Registrable Securities as to purchase, and which the Purchaser's Group shall be required upon exercise by the Company of such right election to sell participate was made until subsequently obligated to the Company (do so under SECTION 2 or its designee) all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares held by the Purchaser Group at a per share price equal to the FMV per Share as of the date of such Termination of Employment; provided that in the event of the death of the Purchaser, the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries may elect to retain 20% of the Class B Common Stock3. (c) In the event of any Termination of Employment for Cause or resignation by the Purchaser without Good Reason, the Company shall have the right and option to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company, all of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares held by the Purchaser's Group at a per share price equal to the lesser of (i) in the case of the Class B Common Stock, the Cost of the Common Stock plus interest thereon accrued from the Closing Date at a rate equal to the appropriate applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, or, in the case of Option Shares, the price paid upon exercise of the Option with respect to such Option Shares and (ii) the FMV per Share as of the date of such Termination of Employment. (d) If the Company desires to exercise its right to purchase all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares following any Termination of Employment, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention to purchase such Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares. If the Company decides not to exercise such right, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention not to exercise such right. The closing of such purchase shall take place at the principal office of the Company within 30 days after the giving of such written notice by the Company. The Company's rights to purchase under this Section 4.1 may not be exercised in part.

Company's Right to Purchase. (a) In Executive acknowledges and agrees that, after delivery of the event of any Termination of Employment (i) by the Company without Cause, (ii) due Certificate to resignation by the Purchaser with Good Reason or (iii) due to the Purchaser's RetirementExecutive, the Company shall have retain the right to purchase, and purchase at the Purchaser and his Transferees Price (hereinafter referred defined) all or any part of any Unrestricted Shares which Executive intends to as Transfer. Prior to each Transfer of all or any part of the "Purchaser's Group") Unrestricted Shares, Executive shall be required upon exercise of such right to sell give written notice to the Company (or its designee), of Executive's intention to effect a Transfer and the number of shares Unrestricted Shares which Executive intends to Transfer (the "Notice"). The Company shall have the right, but not the obligation, to purchase the Unrestricted Shares encompassed by the Notice for a period of five (5) business days after its receipt of the Class B Common Stock or Class C Common Stock, as Notice (the case may be, and "Option Period"). If the Option Shares equal Company elects to purchase the total number of shares all of the Class B Common Stock and the Option Unrestricted Shares held encompassed by the Purchaser's Group times the Put/Call Percentage in effect as of the date of Termination of Employment at a per share price equal to the FMV per Share as of the date of such Termination of Employment. (b) In the event of any Termination of Employment due to death of the Purchaser or Disability of the PurchaserNotice, the Company shall have the right to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company (or its designee) all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares held by the Purchaser Group at a per share price equal to the FMV per Share as of the date of such Termination of Employment; provided that in the event of the death of the Purchaser, the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries may elect to retain 20% of the Class B Common Stock. (c) In the event of any Termination of Employment for Cause or resignation by the Purchaser without Good Reason, the Company shall have the right and option to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company, all of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares held by the Purchaser's Group at a per share price equal to the lesser of (i) in the case of the Class B Common Stock, the Cost of the Common Stock plus interest thereon accrued from the Closing Date at a rate equal to the appropriate applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended, or, in the case of Option Shares, the price paid upon exercise of the Option with respect to such Option Shares and (ii) the FMV per Share as of the date of such Termination of Employment. (d) If the Company desires to exercise its right to purchase all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares following any Termination of Employment, the Company shall not later than 75 days after the date of such Termination of Employment send mail written notice to the Purchaser and each member of the Purchaser's Group Executive of its intention to purchase such shares (the "Response") prior to the end of the Option Period and shall purchase such shares at the per share closing price of the Class B Common A Stock on either the date that the Company received the Notice or Class C Common Stockthe date that the Company mailed its Response, as whichever per share price is the case may be, and Option Sharesgreater (the "Price"). If the Company decides fails to mail timely the Response with respect to the Unrestricted Shares encompassed by the Notice, Executive shall be free to transfer the Unrestricted Shares encompassed by such Notice after the Option Period; provided, however, that if the Transfer of all or any portion of the Unrestricted Shares encompassed by such Notice is not to exercise such right, the Company shall not later than 75 consummated within ten (10) business days after the date Option Period, all or such portion of such Termination of Employment send written notice Unrestricted Shares encompassed by such Notice which are not then transferred by Executive shall be subject to the Purchaser and each member of Limitations. Notwithstanding anything to the Purchaser's Group of its intention contrary contained herein, all Unrestricted Shares which are not encompassed by any Notice shall remain subject to exercise such right. The closing of such purchase shall take place at the principal office of the Company within 30 days after the giving of such written notice by the Company. The Company's rights to purchase under this Section 4.1 may not be exercised in partLimitations.

Company's Right to Purchase. (a) In the event of any Termination of Employment (i) If, within ten (10) business days following the receipt by the Company without Causeof a Registration Notice, the Company notifies the Holders of its good faith intention to purchase such Registrable Securities in accordance with the terms of this Section 2(b) and the Company notifies the Holders that the Company reasonably believes that the Agent will unconditionally consent in writing to the Company's purchase of such Registrable Securities, then the Company's obligations to use its best efforts to register or qualify under Section 2(a) shall be deferred for a period not to exceed ten (10) business days following the receipt by the Holders of the Company's notice of its intent to purchase such Registrable Securities along with a copy of the Agent's unconditional written consent to the Company purchasing such Registrable Securities, unless the Company delivers an Acceptance Notice (as defined in clause (ii) due below) to resignation the Holders along with a copy of the Agent's unconditional written consent to the Company purchasing such Registrable Securities, in which case the Company's obligations shall be deferred for a period not to exceed thirty (30) days following the receipt by the Purchaser with Good Reason or Holders of the Acceptance Notice. (iiiii) due A Holder's request for registration pursuant to Section 2(a) shall be an offer by such Holder (the "Offer") to sell to the Purchaser's RetirementCompany all Warrant Shares proposed to be included in such registration by such Holder for a cash purchase price equal to the product of (A) the average of the Quoted Prices for the Common Stock for the thirty (30) consecutive trading days commencing forty-five (45) trading days prior to such Registration Notice multiplied by (B) the number of Warrant Shares offered to the Company by such Holder. After receipt by the Company of a Registration Notice pursuant to Section 2(a), the Company shall have ten (10) business days to give written notice of its intention to accept or reject the right Offer and agree to purchasepurchase all, but not less than all, Warrant Shares proposed to be included in such registration. Failure to respond within such 10-day period shall be deemed notice of rejection. In the event that the Company notifies the Holders of its intention to accept such Offer (the "Acceptance Notice"), then the Acceptance Notice, taken in conjunction with the Offer, shall constitute a valid and legally binding purchase and sale agreement, and the Purchaser and his Transferees (hereinafter referred to as the "Purchaser's Group") payment in cash for such Warrant Shares shall be required upon exercise of such right to sell to made by the Company within thirty (30) days following the receipt by the Holders of the Acceptance Notice. If the Company rejects or is deemed to reject the Offer (or its designeeif the Company did not in good faith intend to accept the Offer), the Company will expeditiously prepare and file a number of shares of the Class B Common Stock or Class C Common Stock, as the case may beregistration statement with respect to, and use its best efforts to effect the Option Shares equal registration of, the Registrable Securities requested to the total number of shares of the Class B Common Stock and the Option Shares held by the Purchaser's Group times the Put/Call Percentage in effect as of the date of Termination of Employment at a per share price equal be registered pursuant to the FMV per Share as of the date of such Termination of EmploymentSection 2(a). (biii) In If the event of any Termination of Employment due Company gives an Acceptance Notice, it shall promptly notify each Holder that elected to death of participate in the Purchaser or Disability of the PurchaserRegistration Notice, and the Company shall have no obligation to register the right shares of Registrable Securities as to purchase, and which the Purchaser's Group shall be required upon exercise by the Company of such right election to sell participate was made until subsequently obligated to the Company (or its designee) all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares held by the Purchaser Group at a per share price equal to the FMV per Share as of the date of such Termination of Employment; provided that in the event of the death of the Purchaser, the Purchaser's executors, administrators, testamentary trustees, legatees or beneficiaries may elect to retain 20% of the Class B Common Stock. (c) In the event of any Termination of Employment for Cause or resignation by the Purchaser without Good Reason, the Company shall have the right and option to purchase, and the Purchaser's Group shall be required upon exercise by the Company of such right to sell to the Company, all of the Class B Common Stock or Class C Common Stock, as the case may be, and the Option Shares held by the Purchaser's Group at a per share price equal to the lesser of (i) in the case of the Class B Common Stock, the Cost of the Common Stock plus interest thereon accrued from the Closing Date at a rate equal to the appropriate applicable federal rate as determined do so under Section 1274(d) of the Internal Revenue Code of 1986, as amended, or, in the case of Option Shares, the price paid upon exercise of the Option with respect to such Option Shares and (ii) the FMV per Share as of the date of such Termination of Employment2 or 3. (d) If the Company desires to exercise its right to purchase all of the Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares following any Termination of Employment, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention to purchase such Class B Common Stock or Class C Common Stock, as the case may be, and Option Shares. If the Company decides not to exercise such right, the Company shall not later than 75 days after the date of such Termination of Employment send written notice to the Purchaser and each member of the Purchaser's Group of its intention not to exercise such right. The closing of such purchase shall take place at the principal office of the Company within 30 days after the giving of such written notice by the Company. The Company's rights to purchase under this Section 4.1 may not be exercised in part.