Cooper and J Sample Clauses

Cooper and J. Russell Welch, actixx xx x xxxxxxxx, xx xxx as xxx, xxx xx xxx represexxxxxxxx xxxxr this Agreement and the Ancillary Agreements (the "RTM REPRESENTATIVES"), with full power of substitution, to exercise the powers and to perform:

Cooper and J. Russell Welch, as txx XXX Xxxxxxxxxxxxxxx xx bxxxxx xx xxxx xx the Selxxxx (xx xxxxned below).

Cooper and J. Russell Welch, as txx XXX Xxxxxxxxxxxxxxx, xavx xxxxxxx xxxx x Membersxxx Xxxxxxxx Purchase Agreement, dated as of the date hereof (the "RTMAC PURCHASE AGREEMENT"), pursuant to which, INTER ALIA, simultaneously with the Closing, Triarc or its assignee(s) will purchase, on the terms and subject to the conditions set forth therein, all of the outstanding membership interests owned by each such member (the "RTMAC PURCHASE" and, together with the Mergers and the Asset Purchase, the "RTM TRANSACTIONS"), for an amount in cash equal to the Aggregate Purchase Price (as defined therein) (as used herein, the "RTMAC AGGREGATE PURCHASE PRICE");

Cooper and J. Russell Welch, as txx XXX Xxxxxxxxxxxxxxx, xavx xxxxxxx xxxx xn Agreemxxx xxx Xxxx of Merger, dated as of the date hereof (the "RTMRG MERGER AGREEMENT"), which provides, among other things, for the merger of Merger Sub Corp. with and into RTMRG, with RTMRG surviving the merger (the "FIRST MERGER"), followed immediately thereafter by the merger of RTMRG with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the "SECOND MERGER" and, together with the First Merger, the "MERGERS") and immediately after the Second Effective Time (as defined in the RTMRG Merger Agreement), Triarc will contribute all of the outstanding membership interests in the surviving entity in the Second Merger directly or indirectly to Triarc Restaurant Holdings, LLC, which will directly or indirectly contribute all of the outstanding membership interests in the surviving entity in the Second Merger to ARG (such contributions, the "TRIARC CONTRIBUTIONS");

Cooper and J. Russell Welch (eacx, x "XXXXXXX XXXXXXXXXXX") xxxxxxxxxxxx xxd agrees xxxx xxxxxxx such Subject Stockholder's association with the RTM Parties and their Subsidiaries, such Subject Stockholder has been (and, for any such Subject Stockholder who will be a director or officer of, or consultant to, ARG or any of its Subsidiaries after the Closing, will continue to be) involved, at the highest level, in the development, implementation, and management of the business strategies and plans of the RTM Parties and their Subsidiaries and, from and after the Closing, ARG and its Subsidiaries, including those which involve the finances, marketing and other operations, and acquisitions of the RTM Parties and their Subsidiaries and, from and after the Closing, ARG and its Subsidiaries. By virtue of such Subject Stockholder's unique and sensitive position and in light of the nation-wide scope of ARG and its Subsidiaries, each Subject Stockholder's association with a competitor of ARG or its Subsidiaries represents a serious competitive danger to ARG and its Subsidiaries and the use of such Subject Stockholder's talent, knowledge and information about the business, strategies and plans of ARG and its Subsidiaries can and would constitute a valuable competitive advantage over ARG and its Subsidiaries.

Cooper and J. Russell Welch,, as xxx XXX Xxxxxxxxxxxxxxx, haxx xxxxxxx xxxx a Memberxxxx Xxxxxxxx Purchase Agreement, dated as of the date hereof (the "RTMAC PURCHASE AGREEMENT"), pursuant to which, INTER ALIA, simultaneously with the Closing, Triarc or its assignee(s) will purchase, on the terms and subject to the conditions set forth therein, all of the outstanding membership interests owned by each such member (the "RTMAC PURCHASE"), for an amount in cash equal to the Aggregate Purchase Price (as defined therein) (as used herein, the "RTMAC AGGREGATE PURCHASE PRICE");

Cooper and J. Russell Welch, as txx XXX Xxxxxxxxxxxxxxx (xs xxxxxxx xxxxxxx), have exxxxxx xxxx xn Agreement and Plan of Merger, dated as of May 27, 2005 (as the same may be amended or modified from time to time in accordance with its terms, the "MERGER AGREEMENT"), which provides, among other things, for the merger of Merger Sub Corp. with and into RTMRG, with RTMRG surviving the merger and becoming an indirect wholly owned subsidiary of the Company (the "FIRST MERGER"), followed immediately thereafter by the merger of RTMRG with and into Merger Sub LLC, with Merger Sub LLC surviving such merger;

Cooper and J. Russell Welch, as xxx XXX Xxxxxxxxxxxxxxx, arx xxxxxxxx xxxx a Memberxxxx Xxxxxxxx Purchase Agreement (as the same may be amended or modified from time to time in accordance with its terms, the "MEMBERSHIP INTEREST PURCHASE AGREEMENT") which provides, among other things, for the acquisition by Triarc of its assignee(s) of all of the outstanding membership interests of RTMAC and (iii) Triarc, RTMMC Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Triarc ("RTMMC ACQUISITION SUB"), RTM Management Company, L.L.C., a Georgia limited liability company ("RTMMC"), each member of RTMMC and Russell V. Umphenour, Jr., Dennis E.

Cooper and J. Russell Welch, as txx XXX Xxxxxxxxxxxxxxx xx bxxxxx xx XXXXX (as definxx xxxxx) xxx each of the Members (as defined below).

Cooper and J. Russell Welch, as xxx XXX Xxxxxxxxxxxxxxx, arx xxxxxxxx xxxx an Agreexxxx xxx Xxxx of Merger (as the same may be amended or modified from time to time in accordance with its terms, the "MERGER AGREEMENT") which provides, among other things, for the merger of Merger Sub Corp. with and into RTMRG (the "FIRST MERGER"), followed immediately thereafter by the merger of RTMRG with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the "SECOND MERGER" and, together with the First Merger, the "MERGERS"), (ii) Triarc, Arby's Restaurant Group, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Triarc ("ARG"), all of the members of RTM Acquisition Company, L.L.C., a Georgia limited liability company ("RTMAC") and Russell V. Umphenour, Jr., Dennis E.