CORPORATE FRANCHISEE. In the event the Franchisee named herein is a corporation at the time of execution of this Agreement, it is warranted, covenanted and represented to Franchisor that:
25.01. All of the issued and outstanding stock of Franchisee is owned, legally and beneficially, by the person or persons: listed on Exhibit "B" attached hereto.
25.02. The above-named person or persons has (have) individually, and jointly and severally, executed this Agreement, and such person, or one of such persons, is and shall be the chief executive officer of the Franchisee corporation, holding such corporate office or offices as may be necessary to maintain and exercise the actual power and authority actively to direct the affairs of the Franchisee.
25.03. Franchisee is validly incorporated and duly existing under the laws of the State of __________________, is duly qualified to conduct business therein, and has its principal place of business at ___________________________, Franchisee shall promptly notify Franchisor in writing of any change thereto during the term of this Agreement.
CORPORATE FRANCHISEE. If Franchisee is a corporation, the shareholders cannot sell, assign, pledge or otherwise dispose of a controlling interest in the capital stock of Franchisee ("Capital Stock") (except to immediate family members of the controlling shareholder(s) or to a trust established for their benefit) until the Capital Stock has been first offered to Franchisor in writing under the same terms and conditions offered to any third party. A shareholder of Franchisee may, however, bequeath, sell, assign, trade or transfer his/her Capital Stock to the other shareholders of Franchisee corporation because of death or permanent disability without first offering it to Franchisor, provided Franchisee provides Franchisor with written notice of all such transactions. All shares of Capital Stock issued by Franchisee's corporation to its shareholders must bear the following legend on the reverse side of each issued and outstanding stock certificate: The shares of capital stock represented by this certificate are subject to a written Franchise Agreement which grants Grow Biz International, Inc. a right of first refusal to purchase these shares of capital stock from the shareholder. Nothing in this Section will be construed as prohibiting the shares of Capital Stock of a corporate Franchisee from being pledged as security to an institutional lender who has provided financing to or for the Store; provided the institutional lender accepts such security interest subject to Franchisor's reasonable conditions.
CORPORATE FRANCHISEE. In the event Franchisee, who is an individual, wishes to form a corporation after this Agreement is executed solely for the convenience of ownership of the Franchised Business, and not to avoid personal liability under the terms hereof, then the following conditions must be complied with:
A. Franchisee's newly formed corporation shall be organized and duly formed and its charter shall at all times provide that its activities are confined exclusively to the operation of the Franchised Business herein.
B. Copies of Franchisee's Articles of Incorporation, bylaws, and other governing documents, and any amendments thereto, including the resolutions of the Board of Directors authorizing entry into this Agreement, shall be promptly delivered to the Franchisor.
C. Franchisee shall maintain stop-transfer instructions against the transfer on its records of any equity securities; and each stock certificate of Franchisee shall have conspicuously endorsed upon its face a statement, in a form satisfactory to the Franchisor, that it is held subject to, and that further transfer or assignment thereof is subject to, all restrictions on assignments imposed by this Agreement; provided, however, that the requirements of this Section 12.3 C. shall not apply if the Franchisee's corporation is publicly held.
D. Franchisee shall maintain a current list of all owners of record and all beneficial owners of any class of voting stock of Franchisee and shall furnish the list to the Franchisor upon request. In the event that the Franchisee is an individual who is transferring this Franchise to a corporation solely for the convenience of ownership, said Franchisee shall at all times own at least fifty-one (51%) percent of equity and voting stock in such corporation.
E. All shareholders of Franchisee shall jointly and severally personally guarantee Franchisee's obligations and performance hereunder and shall bind themselves to the terms of this Agreement by executing a Transfer of Franchise to a Corporation form because the Franchisee is an individual who is then forming the corporation solely for the convenience of ownership, provided, however, that the requirements of this Section 12.3 E. shall not apply if Franchisee's corporation is publicly held.
F. In no event shall the transfer of the Franchise to a corporation by the individual Franchisee relieve himself from personal liability under any or all of the terms and conditions of this Agreement.
CORPORATE FRANCHISEE. In the event the Franchisee named herein is a corporation at the time of execution of this Agreement, it is warranted, covenanted and represented to Franchisor that:
25.01. All of the issued and outstanding stock of Franchisee is owned, legally and beneficially, by the person or persons listed on Exhibit "B" attached hereto.
25.02. The above-named person or persons has (have) individually, and jointly and severally, executed this Agreement, and such person, or one of such persons, is and shall be the chief executive officer of the Franchisee corporation, holding such corporate office or offices as may be necessary to maintain and exercise the actual power and authority actively to direct the affairs of the Franchisee.
25.03. Franchisee is validly incorporated and duly existing under the laws of the State of, is duly qualified to conduct business therein, and has its principal place of business at. Franchisee shall promptly notify Franchisor in writing of any change thereto during the term of this Agreement.
CORPORATE FRANCHISEE. If Franchisee is a corporation, the number of authorized shares of Franchisee that have been issued is _____________ and the name, address, number of shares owned (legally or beneficially) and office held by each shareholder is as follows:
CORPORATE FRANCHISEE. 37 AFC ENTERPRISES, INC. POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this _______________ day of _________________, 20___, by and between AFC ENTERPRISES, INC. (f/k/a America's Favorite Chicken Company), a Minnesota corporation, having its principal place of business at Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, 00000-0000, X.X.X. ("Franchisor" or "Popeyes") and__________________________________________ _________________________________________________________________ ________________________________________________________________________________ ____________________________________________________________________________, [jointly and severally where more than one], ("Franchisee").
CORPORATE FRANCHISEE. This Agreement may be transferred or assigned by Franchisee to a corporation which is owned or controlled by Franchisee, provided: (i) Franchisee and all other shareholders of the assignee corporation owning at least ten percent (10%) of the Capital Stock thereof sign the Personal Guaranty attached hereto as Exhibit C and agree to be bound by the provisions of this Agreement; and (ii) Franchisee furnishes prior written proof to Franchisor substantiating that the corporation will be financially able to perform all of the provisions of this Agreement. Franchisee will give Franchisor fifteen (15) days written notice before the proposed date of assignment or transfer of this Agreement to a corporation owned or controlled by Franchisee; however, the transfer or assignment of this Agreement will not be valid or effective until Franchisor has received the legal documents which its legal counsel deems necessary to properly document such transfer or assignment.
CORPORATE FRANCHISEE. 35 AFC ENTERPRISES, INC. CHURCHS CHICKEN FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this ____ day of __________, 20__, by and between AFC ENTERPRISES, INC. (f/k/a America's Favorite Chicken Company), a Minnesota corporation, having its principal place of business at Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, 00000-0000, X.X.X. ("Franchisor" or "Churchs") and ________________________________________________________________ [jointly and severally where more than one], ("Franchisee").
CORPORATE FRANCHISEE. 32 EXHIBIT A -NOTICE OF COMMENCEMENT DATE EXHIBIT B -SHAREHOLDERS OF FRANCHISEE CINNABON FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this _______ day of _________________, 20___, by and between CINNABON, INC., a Washington corporation, having its principal place of business at Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, 00000-0000, X.X.X. ("Franchisor" or "CINNABON") and _______________________________________________________________________, [jointly and severally where more than one], ("Franchisee").
CORPORATE FRANCHISEE. 32 EXHIBIT A - NOTICE OF COMMENCEMENT DATE EXHIBIT B - SHAREHOLDERS OF FRANCHISEE SEATTLE'S BEST COFFEE FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this _______ day of _________________, 20___, by and between SEATTLE,S BEST COFFEE, LLC, a Washington limited liability company, having its principal place of business at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 ("Franchisor" or "SEATTLE'S BEST COFFEE") and _________________________________ __________________________________________, [jointly and severally where more than one], ("Franchisee").
