Common use of Notice of Proposed Sale Clause in Contracts

Notice of Proposed Sale. The FRANCHISEE will not sell, pledge, assign, trade, transfer, lease, sublease, or otherwise dispose of any interest in or any part of (A) the FRANCHISEE'S We Care Hair Business, (B) the Franchised Location, (C) the building or premises lease for the Franchised Location, (D) the furniture, fixtures, equipment, inventory or other assets used in the FRANCHISEE'S We Care Hair Business (except for the sale of any of such items in the normal course of business), (E) this Agreement, (F) any capital stock in the FRANCHISEE, or (G) the land and building (if any) for the FRANCHISEE'S We Care Hair Business to any party without first offering the same to WCH by written notice that contains all material terms and conditions of the proposed sale or transfer, including price and payment terms. Within ten (10) business days after receipt by WCH of the FRANCHISEE'S written offer specifying the proposed price and terms of the proposed sale, WCH will give the FRANCHISEE written notice which will either waive its right of first refusal to purchase or will state an interest in negotiating to purchase according to the proposed terms. If WCH commences negotiations to purchase the FRANCHISEE'S Business as set forth herein, then the FRANCHISEE may not sell the business or assets to a third party for at least sixty (60) days or until WCH and the FRANCHISEE agree in writing that the negotiations have terminated, whichever comes earlier. If WCH waives its right to purchase, then the FRANCHISEE will have the right to complete the sale or transfer of the Business according to the terms set forth in the written notice to WCH; however, any such sale, transfer or assignment to a third party is expressly subject to the terms and conditions set forth in Article 20 of this Agreement. If the FRANCHISEE does not consummate the sale to a third party upon the terms and conditions previously presented to WCH in writing, but negotiates a sale price with a third party that is lower or on different terms than the stated price or terms presented to WCH, then the modified offer must be recommunicated or made to WCH by the FRANCHISEE. WCH will give the FRANCHISEE written notice within fifteen (15) business days thereafter which will state whether or not it is interested in purchasing the Business according to the proposed new terms. This provision will not apply to the assignment or pledge of any of the assets described above (with the exception of this Agreement) by the FRANCHISEE to a bank, financial institution or other lender in connection with providing financing for the leasehold improvements, furniture, fixtures, supplies, inventory and equipment used in, or operating funds for, the FRANCHISEE'S We Care Hair Business.

Notice of Proposed Sale. The FRANCHISEE will not sell, pledge, assign, trade, transfer, lease, sublease, or otherwise dispose of any interest in or any part of (A) the FRANCHISEE'S We Care Hair Cost Cutters Business, (B) the Franchised Location, (C) the building or premises lease for the Franchised Location, (D) the furniture, fixtures, equipment, inventory or other assets used in the FRANCHISEE'S We Care Hair Cost Cutters Business (except for the sale of any of such items in the normal course of business), (E) this Agreement, (F) any capital stock in the FRANCHISEE, or (G) the land and building (if any) for the FRANCHISEE'S We Care Hair Cost Cutters Business to any party without first offering the same to WCH COST CUTTERS by written notice that contains all material terms and conditions of the proposed sale or transfer, including price and payment terms. Within ten (10) business days after receipt by WCH COST CUTTERS of the FRANCHISEE'S written offer specifying the proposed price and terms of the proposed sale, WCH COST CUTTERS will give the FRANCHISEE written notice which will either waive its right of first refusal to purchase or will state an interest in negotiating to purchase according to the proposed terms. If WCH COST CUTTERS commences negotiations to purchase the FRANCHISEE'S Business as set forth herein, then the FRANCHISEE may not sell the business or assets to a third party for at least sixty (60) days or until WCH COST CUTTERS and the FRANCHISEE agree in writing that the negotiations have terminated, whichever comes earlier. If WCH COST CUTTERS waives its right to purchase, then the FRANCHISEE will have the right to complete the sale or transfer of the Business according to the terms set forth in the written notice to WCHCOST CUTTERS; however, any such sale, transfer or assignment to a third party is expressly subject to the terms and conditions set forth in Article 20 of this Agreement. If the FRANCHISEE does not consummate the sale to a third party upon the terms and conditions previously presented to WCH COST CUTTERS in writing, but negotiates a sale price with a third party that is lower or on different terms than the stated price or terms presented to WCHCOST CUTTERS, then the modified offer must be recommunicated or made to WCH COST CUTTERS by the FRANCHISEE. WCH COST CUTTERS will give the FRANCHISEE written notice within fifteen (15) business days thereafter which will state whether or not it is interested in purchasing the Business according to the proposed new terms. This provision will not apply to the assignment or pledge of any of the assets described above (with the exception of this Agreement) by the FRANCHISEE to a bank, financial institution or other lender in connection with providing financing for the leasehold improvements, furniture, fixtures, supplies, inventory and equipment used in, or operating funds for, the FRANCHISEE'S We Care Hair Cost Cutters Business.

Notice of Proposed Sale. The FRANCHISEE will not sell, pledge, assign, trade, transfer, lease, sublease, or otherwise dispose of any interest in or any part of (A) the FRANCHISEE'S We Care Hair BusinessCity Looks business, (B) the Franchised Location, (C) the building or premises lease for the Franchised Location, (D) the furniture, fixtures, equipment, inventory inventory, customer list or other assets used in the FRANCHISEE'S We Care Hair Business City Looks business (except for the sale of any of such items in the normal course of business), (E) this Agreement, (F) any capital stock in the FRANCHISEE, or (G) the land and building (if any) for the FRANCHISEE'S We Care Hair Business City Looks business, to any party without first offering the same to WCH CITY LOOKS by written notice that contains all material terms and conditions of the proposed sale or transfer, including price and payment terms. Within ten (10) business days after receipt by WCH CITY LOOKS of the FRANCHISEE'S written offer specifying the proposed price and terms of the proposed sale, WCH CITY LOOKS will give the FRANCHISEE written notice which will either waive its right of first refusal to purchase purchase, or will state an interest in negotiating to purchase according to the proposed terms. If WCH CITY LOOKS commences negotiations to purchase the FRANCHISEE'S Business business as set forth herein, then the FRANCHISEE may not sell the business or assets to a third party for at least sixty (60) days or until WCH CITY LOOKS and the FRANCHISEE agree in writing that the negotiations have terminated, whichever comes earlier. If WCH CITY LOOKS waives its right to purchase, then the FRANCHISEE will have the right to complete the sale or transfer of the Business business according to the terms set forth in the written notice to WCHCITY LOOKS; however, any such sale, transfer or assignment to a third party is expressly subject to the terms and conditions set forth in Article 20 of this Agreement. If the FRANCHISEE does not consummate the sale to a third party upon the terms and conditions previously presented to WCH CITY LOOKS in writing, but negotiates a sale price with a third party that is lower or on different terms than the stated price or terms presented to WCHCITY LOOKS, then the modified offer must be recommunicated or made to WCH CITY LOOKS by the FRANCHISEE. WCH CITY LOOKS will give the FRANCHISEE written notice within fifteen (15) business days thereafter which will state whether or not it is interested in purchasing the Business business according to the proposed new terms. This provision will not apply to the assignment or pledge of any of the assets described above (with the exception of this Agreement) by the FRANCHISEE to a bank, financial institution or other lender in connection with providing financing for the leasehold improvements, furniture, fixtures, supplies, inventory and equipment used in, or operating funds for, the FRANCHISEE'S We Care Hair BusinessCity Looks business.

Notice of Proposed Sale. The FRANCHISEE will After the date that is the two-year anniversary of the Effective Date, any Member (any such Member, the “Selling Member”) may Sell, in accordance with and subject to this Article 15, all, but not sellless than all, pledgeof the Units it then holds (such Units, assigncollectively, trade, transfer, lease, sublease, or otherwise dispose of any interest in or any part of (A) the FRANCHISEE'S We Care Hair Business, (B) the Franchised Location, (C) the building or premises lease for the Franchised Location, (D) the furniture, fixtures, equipment, inventory or other assets used in the FRANCHISEE'S We Care Hair Business (except for the sale of any of such items in the normal course of business“Offered Units”), but only for cash consideration and only if the proposed purchaser or transferee (Ethe “Proposed Transferee”) this Agreement, (F) any capital stock in the FRANCHISEE, or (G) the land and building agrees to purchase all Tag-Along Units (if any) for in accordance with Article 16. At least 30 days before the FRANCHISEE'S We Care Hair Business Selling Member Sells the Offered Units to any party without first offering the same Proposed Transferee, the Selling Member shall deliver to WCH by all other Members (such other Members, the “Remaining Members”), with a copy to the Company, a written notice that contains all material (the “Proposed Sale Notice”) stating: (a) the Selling Member’s bona fide intention to Sell the Offered Units (any such Sale, a “Proposed Sale”) pursuant to a bona fide written offer to one (but only one) Proposed Transferee; (b) the name and address of the Proposed Transferee; (c) the number of Offered Units to be Sold to the Proposed Transferee; (d) the bona fide cash price for which the Selling Member proposes to Sell the Offered Units (the amount of such bona fide cash price, the “Offered Price”; the amount of such bona fide cash price determined on a per Offered Unit basis, the “Per Unit Offered Price”), which Offered Price must be the product of an arms’ length negotiation; (e) the proposed date of the Sale; and (f) other general terms and conditions of to which the proposed sale or transferSale is subject. Each Proposed Sale Notice, including price and payment terms. Within ten (10) business when duly delivered, will constitute, for 21 days after receipt the first date on which a Remaining Member has received (or is deemed to have received) such Proposed Sale Notice (such date, the “Proposed Sale Notice Receipt Date”), an irrevocable offer by WCH of such Selling Member to sell the FRANCHISEE'S written Offered Units at the Offered Price to the Remaining Member, subject to this Article 15. The Selling Member shall certify in the Proposed Sale Notice that the Selling Member has received a firm offer specifying at the proposed price and terms of Offered Price from the proposed sale, WCH will give the FRANCHISEE written notice which will either waive its right of first refusal to purchase or will state an interest in negotiating to purchase according Proposed Transferee with respect to the proposed terms. If WCH commences negotiations to purchase Sale and in good faith believes that the FRANCHISEE'S Business as set forth herein, then the FRANCHISEE may not sell the business Selling Member (or assets to a third party for at least sixty (60one of its Affiliates) days or until WCH and the FRANCHISEE agree in writing that the negotiations have terminated, whichever comes earlier. If WCH waives its right to purchase, then the FRANCHISEE Proposed Transferee will have the right to complete the sale or transfer of the Business according enter into a binding agreement with respect to the proposed Sale on the general terms set forth in the written notice to WCH; however, any such sale, transfer or assignment to a third party is expressly subject to the terms and conditions set forth in Article 20 of this Agreement. If the FRANCHISEE does not consummate the sale to a third party upon the terms and conditions previously presented to WCH in writing, but negotiates a sale price with a third party that is lower or on different terms than the stated price or terms presented to WCH, then the modified offer must be recommunicated or made to WCH by the FRANCHISEE. WCH will give the FRANCHISEE written notice within fifteen (15) business days thereafter which will state whether or not it is interested in purchasing the Business according to the proposed new terms. This provision will not apply to the assignment or pledge of any of the assets described above (with the exception of this Agreement) by the FRANCHISEE to a bank, financial institution or other lender in connection with providing financing for the leasehold improvements, furniture, fixtures, supplies, inventory and equipment used in, or operating funds for, the FRANCHISEE'S We Care Hair BusinessProposed Sale Notice.