understanding of any kind or character with respect to which there are continuing rights, liabilities or obligations (other than immaterial liabilities or obligations of the type that customarily
survive termination of a Contract) (including all amendments, modifications or supplements thereto).
control
(including the terms
controlled by
and
under common control
with
) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or
executor, by Contract (including any credit arrangement) or otherwise. No Franchisee shall be deemed to be controlled by the Company solely by virtue of being a Franchisee or a party to a Franchise Agreement.
ERISA Affiliate
means, with respect to any entity, trade or business, any other entity, trade or business
that is, or was at the relevant time, a member of a group described in Sections 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the
relevant time, a member of the same controlled group as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.
Excluded Shares
means Shares to be cancelled in accordance with
Section
2.01(b)
.
Financing Sources
means the Lenders that have committed to provide or arrange or otherwise entered
into agreements in connection with all or any part of the Debt Financing or any other financing (other than the Equity Financing), including the parties to any joinder agreements, indentures or credit agreements entered into in connection therewith,
together with their respective Affiliates and their respective Affiliates officers, directors, employees, controlling persons, agents and representatives and their respective successors and assigns.
Franchise Agreements
means any Contract, including any license, single-store commitment or area or
multi-unit development agreement, whether domestic or international, pursuant to which the Company or any Company Subsidiary has granted to any Franchisee a right or option to develop or operate a Bojangles restaurant, or any other Contract
related to such right or option.
Intellectual Property
means all of the following worldwide:
(i) trademarks, service marks, trade names, trade dress, domain names, social media handles, and other similar indications of origin, and all goodwill associated with the foregoing, and registrations and applications for registration thereof,
(ii) copyrights, whether or not registered, and registrations and applications for registration thereof, including rights in proprietary website content (iii) patents, patent applications (including provisional patent applications) and
statutory invention registrations, together will all reissues, revisions, divisionals, continuations,
continuations-in-part,
renewals, extensions and reexaminations
thereof, all patents which may issue on such applications, all foreign equivalents thereof, all rights in inventions (whether patentable or patentable and whether or not reduced to practice), (iv) rights in computer software programs and software
systems including databases, proprietary codes, and all
know-how
related thereto, including firmware and other software embedded in hardware devices, and (v) rights in trade secrets,
know-how,
confidential business information, recipes, systems, proprietary products, customer data, franchisee files, technology, databases, processes, designs, drawings and documentation and other proprietary
and/or confidential business information.
Key Stockholder
means Advent International Corporation,
together with certain of its Affiliates.
Knowledge of the Company
or
Companys
Knowledge
means the actual knowledge, as of the date of this Agreement, of the individuals identified on
Section
10.01(a)
on the Company Disclosure Schedule, in each case, following due inquiry of their respective
direct reports.
Liens
means any and all security interests, pledges, claims, charges, options, puts,
calls, preemptive purchase rights, easements, restrictions, rights of first offer or refusal, hypothecation, mortgages, liens and any other encumbrances of any kind or nature whatsoever.
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