Termination Event

Termination Event. Shall mean the occurrence and continuance of one or more of the following: (a) the Franchisee Investor, the Franchisee or an Applicable Franchise Entity is judged a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, is unable to pay his or its debts as they become due, or a petition under any bankruptcy or similar law is filed against the Franchisee or any Applicable Franchise Entity or a receiver or other custodian is appointed for a substantial part of the... assets of the Franchisee or an Applicable Franchise Entity; (b) the Applicable Franchise Entity intentionally underreports the royalty sales for any period or periods; (c) the Franchisee Investor, the Franchisee or an Applicable Franchise Entity violates any restrictive covenants or assignment provision contained in any Franchise Agreement or Master Franchise Agreement, as applicable, between an Applicable Franchise Entity and the Company or one of its subsidiaries; (d) an Applicable Franchise Entity intentionally or on more than one occasion after the date hereof violates any child labor laws; (e) an audit by the Company or its subsidiaries discloses an understatement of royalty sales and the Applicable Franchise Entity fails to pay the applicable royalty fee and advertising contribution or fee, as applicable, and interest due within fifteen calendar days after the final audit report is furnished to the Applicable Franchise Entity; (f) an Applicable Franchise Entity fails to comply with any provision of a Franchise Agreement or Master Franchise Agreement, as applicable, or any specification, standard or operating procedure or rule prescribed by the Company or its subsidiaries which relates to the use of any mark licensed by the Company or any of its Affiliates to such Applicable Franchise Entity or the quality of pizza or other authorized food products or any beverage sold by such Applicable Franchise Entity or the cleanliness and sanitation of the a franchise and the Applicable Franchise Entity does not correct this failure within fifteen calendar days after written notice is furnished to it; (g) an Applicable Franchise Entity directly or indirectly contests the validity of the marks licensed by the Company or any of its Affiliates to such Applicable Franchise Entity or the ownership of, or right to use or license to others, the marks by the Company or its Affiliates; (h) an Applicable Franchise Entity fails to pay when due any amount owed to the Company, its Affiliates or subsidiaries, or any creditor or supplier of its owned stores or any taxing authority for federal, state or local taxes (other than amounts being bona fide -27- disputed through appropriate proceedings) and such Applicable Franchise Entity does not correct such failure within fifteen calendar days after written notice is furnished to it; (i) the Franchisee Investor, the Franchisee or an Applicable Franchise Entity fails on three or more occasions during any twelve month period to comply with any one or more provisions of a Franchise Agreement or Master Franchise Agreement, as applicable, including without limitation the Applicable Franchise Entity's obligation to submit when due, sales reports or financial statements, to pay when due the royalty fees, advertising contributions or fees, as applicable, or other payments to the Company or its Affiliates or subsidiaries or any other creditors or suppliers of the Applicable Franchise Entity or its owned stores, whether or not such failure to comply is corrected after notice is furnished to the Applicable Franchise Entity; or (j) Franchisee Shares are Transferred to any Person (other than an Affiliate of the holder of such Franchisee Shares) engaged in a business that is directly or indirectly competitive or potentially competitive with any business of the Company and its subsidiaries as conducted or under consideration from time to time. View More

Termination Event. Means the occurrence of any one or more of: (i) the breach of any warranty or representation made to Lenders under this Agreement, (ii) the failure of Borrower to comply strictly with all covenants and obligations under this Agreement, (iii) the existence of any Event of Default under the Loan Documents (other than the Permitted Event of Default), and (iv) Borrower's direct collection of or redirection of any payment due to Borrower by a third party (unless such payment is immediately delivered... to Lenders and Borrower provides the third party 2 immediate notice to forward all future payments to the Collection Account (as defined herein)); provided, however, Termination Event shall not include Borrower's default under Sections 10.1(r), (s), (t) or (u) of the Loan and Security Agreement dated February 4, 1999. View More

Termination Event. Means the voluntary or involuntary termination of a Participant's employment or the Participant ceasing to be an Outside Director for any reason, including death and disability.

Termination Event. Means each of the following events: (a) An Event of Default occurs and is continuing; (b) HSBC's short-term ratings shall be below "P-2" by Moody's, "F-2" by Fitch or "A-2" by Standard & Poor's at any time; (c) HSBC's long-term ratings shall be below "Baa2" by Moodys, "BBB" by Fitch or "BBB" by Standard & Poor's; (d) The occurrence of any Regulatory Change that requires the Lender... to cease issuing Commercial Paper Notes or lending funds hereunder, or that requires any Liquidity Provider to terminate its commitment under the Liquidity Agreement; (e) Any approved Tax Provider's long-term rating, as determined by Moody's, shall be below "Baa3"; (f) The occurrence of the Maturity Date; (g) An Event of Bankruptcy shall have occurred and remain continuing with respect to any Approved Tax Provider; or (h) HSBC shall receive notice of any potential enforcement action or imposition of civil money damages from, or become subject to any regulatory order or enforcement action by, any of its applicable governmental regulators, and such circumstance is, in the reasonable opinion of the Administrative Agent, reasonably likely to have a Material Adverse Effect. View More

Termination Event. Shall mean the first to occur of the closing of (A) an IPO or (B) a sale of Class A Common Stock by the Majority Investors to a Third Party Investor whether in a stock sale transaction, merger or otherwise, following which sale a majority of the issued and outstanding shares of the Class A Common Stock of the Company are owned by Third Party Investors.

Termination Event. The occurrence of a Change of Control of Supplier or Supplier Parent where (i) fifty percent (50%) or more of the voting control of Supplier or Supplier Parent is acquired, directly or indirectly, by a TA Competitor, or (ii) the entity which acquires all or substantially all of the assets of Supplier is a TA Competitor or fifty percent (50%) or more of such entity's voting control is owned, directly or indirectly, by a TA Competitor.

Termination Event. Shall mean the termination of the Grantee's service as a Director with the Company whether by reason of retirement, discharge or any other reason, voluntarily or involuntarily, regardless of the circumstances thereof.

Termination Event. Means the occurrence of any of the following events: (a) a Default or an Event of Default (other than of the type described in Section 2(a) of this Note Repurchase Agreement) shall occur under the Agreement or any of the 2 other Purchaser Documents, (b) at such time as the Company or any of its Subsidiaries or Affiliates threatens or asserts any claim or commences any action, suit or proceeding against the Collateral Agent or any Purchaser, or (c) the occurrence of (i) any case,... action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding up or relief of debtors, or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (i) and (ii) above, undertaken under United States federal or state or non United States laws, regulations or rules, including the Bankruptcy Code. View More

Termination Event. Shall be deemed to have occurred if, within the twenty-four (24) month period following a Change of Control, (i) the Executive's employment with Company is terminated by the Company without Cause, other than by reason of death, retirement on or after the Executive attains the age of sixty-five (65) or disability that entitles the Executive to long-term disability benefits under the Company's long-term disability plan or policy, or (ii) the Executive voluntarily terminates his employment with... the Company within 30 days after the occurrence of any of the following events: (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Change of Control, or any other action by the Company which results in a diminution in any material respect in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof, as the same may be increased from time to time; (iii) the Company's requiring the Executive to be based at any office or location that is more than fifty (50) miles from the Executive's office or location immediately prior to the Change of Control; (iv) the failure by the Company (i) to continue in effect any bonus, stock option, or other cash or equity-based incentive plan in which the Executive participates immediately prior to a Change in Control that is material to the Executive's total compensation, unless an arrangement not materially less favorable to the Executive (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (ii) to continue the Executive's participation in such plan (or in such substitute or alternative plan) on a basis at least as favorable, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change of Control; or (v) the failure by the Company to continue to provide the Executive with benefits that in the aggregate are not materially less favorable to the Executive than those received by the Executive under the Company's pension (including, but not limited to, tax-qualified plans), life insurance, health, accident, disability or other welfare plans in which the Executive was participating, at costs not materially greater than to those paid by the Executive, immediately prior to the Change of Control. -3- View More

Termination Event. Means the Optionee's ceasing to be an employee of the Company or its Subsidiaries by reason of termination by the employer of the Optionee's employment without Cause.