Common use of Conditions for Approval Clause in Contracts

Conditions for Approval. If we have not exercised our right of first refusal under Section 14.06, we will not unreasonably withhold our approval of a Transfer of the Franchise that meets all of the reasonable restrictions, requirements and conditions we impose on the Transfer, the transferors, and/or the transferee(s), prior to the transfer being valid, including the following: (a) you have completed development of your Noodles & Company Restaurant and are operating your Noodles & Company Restaurant in accordance with this Agreement; (b) you and your Owners and Affiliates must be in compliance with the provisions of this Agreement and all other agreements with us or our Affiliate, as applicable; (c) the proposed transferee must be an entity, and its owners must provide us on a timely basis all information we request; the proposed transferee’s owners must be individuals acting in their individual capacities who are of good character and reputation, who must have sufficient business experience, aptitude and financial resources to operate your Noodles & Company Restaurant, and who must otherwise meet our approval; (d) the proposed transferee may not be an entity, or be affiliated with an entity, that is required to comply with reporting and information requirements of the Securities Exchange Act of 1934, as amended or other Publicly Held Entity; (e) the transferee (or its Operating Partner) and its managers, shift supervisors and other personnel must have completed our initial training program or must be currently certified by us to operate and/or manage a Noodles & Company Restaurant to our satisfaction; (f) the transferee (and its owners) must agree to be bound by all of the provisions of this Agreement for the remainder of its Term or, at our option, execute our then-current Franchise Agreement and related documents used in the state in which your Noodles & Company Restaurant is located (which may provide for different royalties, advertising contributions and expenditures, duration and other rights and obligations than those provided in this Agreement); (g) you or the transferee must pay us a transfer fee equal to $3,500 (or the amount in our then-current Franchise Agreement used for new franchises) plus associated costs; (h) you and your Owners and Affiliates must, except to the extent limited or prohibited by applicable law, execute a general release, in form and substance satisfactory to us, of any and all claims against us, our Affiliate, stockholders, officers, directors, employees, agents, successors and assigns; (i) we must not have disapproved the material terms and conditions of such Transfer (including the price and terms of payment and the amount to be financed by the transferee in connection with such transfer) on the basis that they are so burdensome as to be likely, in our reasonable judgment, to adversely affect the transferee’s operation of your Noodles & Company Restaurant or its compliance with its franchise agreements and any other agreements being transferred; (j) if you (or any of your Owners or Affiliates) finance any part of the sale price of the transferred interest, you and/or your Owners or Affiliate must agree that all obligations of the transferee, and security interests reserved by any of them in the assets transferred, will be subordinate to the transferee’s obligations to pay all amounts due us and our Affiliate and to otherwise comply with this Agreement, any Franchise Agreement being transferred or any Franchise Agreement executed by the transferee; (k) you and your Owners must execute a non-competition covenant, in form and substance satisfactory to us, in favor of us and the transferee agreeing that, for a period of two (2) years, starting on the effective date of the Transfer, you and your Owners will not directly or indirectly (such as through members of his/her or Immediate Families) own any legal or beneficial interest in, or render services or give advice to: (1) any Competitive Business; or (2) any entity which grants franchises, licenses or other interests to others to operate any Competitive Business in any Designated Market Area (as defined by ▇▇▇▇▇▇▇ Media Research) where a Noodles & Company Restaurant is located, whether Company-owned or franchised, or within any area that is or was within an Area Development Area or a Protected Area, as those terms are defined in the Area Development Agreement and this Agreement; (l) we do not determine that any applicable federal or state statute, regulation, rule or law which is enacted, promulgated or amended after the date hereof, may have a material adverse effect on our rights, remedies or discretion with respect to our relationship with the proposed transferee; (m) you and your Owners and Affiliates must execute such other documents and do such other things as we may reasonably require to protect our rights under this Agreement and under any Area Development Agreement; (n) transferee must obtain an assignment of leases from the landlords for all Restaurants being transferred and obtain liquor and other required licenses from all applicable authorities for all Restaurants being transferred; and (o) such proposed transferee must meet all of the then-current Franchise Agreement requirements, approval processes and criteria for new Area Operators of Noodles & Company Restaurants, including ownership of the required minimum number of Noodles & Company Restaurants after the Transfer.

Conditions for Approval. If we have not exercised our right of first refusal under Section 14.067.06, and we are required by law to permit a transfer of this Agreement, we will not unreasonably withhold our approval of a Transfer of the Franchise Development Rights that meets all of the reasonable restrictions, requirements and conditions we impose on the Transfertransfer, the transferors, and/or transferor(s) and the transferee(s), prior to the transfer being valid, including without limitation the following: (a) you have completed development of your Noodles & Company Restaurant and are operating your Noodles & Company Restaurant in accordance with this Agreement; (b) you and your Owners and Affiliates must be in compliance with the provisions of this Agreement Agreement, all Franchise Agreements executed pursuant hereto and all other agreements with us or our Affiliate, as if applicable; (cb) the proposed transferee must be an a corporation, partnership, limited liability company or other legal entity, ; transferee and its owners must provide us on a timely basis all information we request; , and the proposed transferee’s owners must be individuals acting in their individual capacities who are of good character and reputation, who must have sufficient business experience, aptitude and financial resources to operate your develop Noodles & Company Restaurantrestaurants pursuant to this Agreement, and who must otherwise meet our then current standards for approval; (dc) the proposed transferee may not be be, or become, an entity, or be be, or become, affiliated with an entity, that is required to comply with reporting and information requirements of the Securities Exchange Act of 1934, as amended or other a Publicly Held Entity; (ed) the transferee (or its Operating Partner) and its managers, shift supervisors and other personnel must have completed our initial training program or must be currently certified by us to operate and/or manage a Noodles & Company Restaurant to our satisfaction; (f) the transferee (and its owners) owners must agree to be bound by all of the provisions of this our then current Area Development Agreement for the remainder of its Term or, at our option, execute our then-current Franchise Agreement and related documents used in the state in which your Noodles & Company Restaurant is located (which may provide for different royalties, advertising contributions and expenditures, duration and other rights and obligations than those provided in this Agreement)Term; (ge) the transferee must acquire, in a concurrent transaction, all of your rights and the rights of your Owners and Affiliates under all agreements between you or your Affiliates and us or our Affiliate, regarding all restaurants contemplated by this agreement not yet developed and/or operating; (f) you or the transferee must pay us a transfer fee in an amount equal to $7,500, plus $3,500 (or the amount in our then-current for each Noodles & Company restaurant for which a Franchise Agreement used for new franchises) has been executed, or is contemplated by the terms of this Agreement, plus any transfer fee required by any other agreement between you or your Affiliates and us or our Affiliates and all costs associated costswith such transfer; (hg) you and your Owners and Affiliates must, except to the extent limited or prohibited by applicable law, execute a general release, in form and substance satisfactory to us, of any and all claims against us, our Affiliate, Affiliates and stockholders, officers, directors, employees, agents, successors successors, and assigns; (ih) we must not have disapproved the material terms and conditions of such Transfer (including the price and terms of payment and the amount to be financed by the transferee in connection with such transfer) transfer on the basis that they are so burdensome as to be likely, in our reasonable judgment, to adversely affect the transferee’s operation of your Noodles & Company Restaurant restaurants or its compliance with its franchise agreements, any area development agreements and any other agreements being transferred; (ji) if you (or any of your Owners or Affiliates) finance any part of the sale price of the transferred interest, you and/or your Owners or Affiliate Affiliates must agree that all obligations of the transferee, and security interests reserved by any of them in the assets transferred, will be subordinate to the transferee’s obligations to pay all amounts due us and our Affiliate Affiliates and to otherwise comply with this Agreement, any Franchise Agreement being transferred or any Franchise Agreement franchise agreement to be executed by the transferee; (kj) you and your Owners must execute a non-competition noncompetition covenant, in form and substance substances satisfactory to us, in favor of us and the transferee agreeing that, for a period of two (2) years, starting on the effective date of the Transfertransfer, you and your Owners will not not, directly or indirectly (such as through members a member of his/her his or their Immediate Families) ), own any legal or beneficial interest in, or render services or give advice to: (1) any Competitive Business; or (2) any entity which that grants franchises, licenses licenses, or other interests to others to operate any Competitive Business in any Designated Market Area (as defined by ▇▇▇▇▇▇▇ Media Research) where a Noodles & Company Restaurant is located, whether Company-owned or franchised, or within any area that is or was within an Area Development Area or a Protected Area, as those terms are defined in the Area Development Agreement and this Franchise Agreement; (lk) we do not determine that any no applicable federal or state statute, regulation, rule rule, or law law, which is enacted, promulgated promulgated, or amended after the date hereof, may have a material adverse effect on our rights, remedies remedies, or discretion with respect to our relationship with the proposed transferee; (ml) you and your Owners and Affiliates must execute such other documents and do such other things as we may reasonably require to protect our rights under this Agreement Agreement, any Franchise Agreements, and under any Area Development other agreements being transferred; (m) transferee must demonstrate that it is eligible to hold and shall be able to obtain liquor licenses for each Noodles & Company restaurant contemplated by this Agreement; (n) transferee must obtain have obtained an acceptable assignment of leases Lease(s) from the landlords each landlord for all Restaurants being each Noodles & Company restaurant contemplated by this Agreement and as to each restaurant which is proposed to be transferred and obtain liquor and other required licenses from all applicable authorities for all Restaurants being transferred; and (o) such proposed transferee transferee, after the transfer, must meet all of own the then-current Franchise Agreement requirements, approval processes and criteria for new Area Operators of Noodles & Company Restaurants, including ownership of the required minimum number of Noodles & Company Restaurants after the Transferrestaurants we require of other Area Operators.

Conditions for Approval. If we have not exercised our right of first refusal under Section 14.067.06, and we are required by law to permit a transfer of this Agreement, we will not unreasonably withhold our approval of a Transfer of the Franchise Development Rights that meets all of the reasonable restrictions, requirements and conditions we impose on the Transfertransfer, the transferors, and/or transferor(s) and the transferee(s), prior to the transfer being valid, including without limitation the following: (a) you have completed development of your Noodles & Company Restaurant and are operating your Noodles & Company Restaurant in accordance with this Agreement; (b) you and your Owners and Affiliates must be in compliance with the provisions of this Agreement Agreement, all Franchise Agreements executed pursuant hereto and all other agreements with us or our Affiliate, as if applicable; (cb) the proposed transferee must be an a corporation, partnership, limited liability company or other legal entity, ; transferee and its owners must provide us on a timely basis all information we request; , and the proposed transferee’s owners must be individuals acting in their individual capacities who are of good character and reputation, who must have sufficient business experience, aptitude and financial resources to operate your develop Noodles & Company Restaurantrestaurants pursuant to this Agreement, and who must otherwise meet our then current standards for approval; (dc) the proposed transferee may not be be, or become, an entity, or be be, or become, affiliated with an entity, that is required to comply with reporting and information requirements of the Securities Exchange Act of 1934, as amended or other a Publicly Held Entity; (ed) the transferee (or its Operating Partner) and its managers, shift supervisors and other personnel must have completed our initial training program or must be currently certified by us to operate and/or manage a Noodles & Company Restaurant to our satisfaction; (f) the transferee (and its owners) owners must agree to be bound by all of the provisions of this our then current Area Development Agreement for the remainder of its Term or, at our option, execute our then-current Franchise Agreement and related documents used in the state in which your Noodles & Company Restaurant is located (which may provide for different royalties, advertising contributions and expenditures, duration and other rights and obligations than those provided in this Agreement)Term; (ge) the transferee must acquire, in a concurrent transaction, all of your rights and the rights of your Owners and Affiliates under all agreements between you or your Affiliates and us or our Affiliate, regarding all restaurants contemplated by this agreement not yet developed and/or operating; (f) you or the transferee must pay us a transfer fee in an amount equal to $7,500, plus $3,500 (or the amount in our then-current for each Noodles & Company restaurant for which a Franchise Agreement used for new franchises) has been executed, or is contemplated by the terms of this Agreement, plus any transfer fee required by any other agreement between you or your Affiliates and us or our Affiliates and all costs associated costswith such transfer; (hg) you and your Owners and Affiliates must, except to the extent limited or prohibited by applicable law, execute a general release, in form and substance satisfactory to us, of any and all claims against us, our Affiliate, Affiliates and stockholders, officers, directors, employees, agents, successors successors, and assigns; (ih) we must not have disapproved the material terms and conditions of such Transfer (including the price and terms of payment and the amount to be financed by the transferee in connection with such transfer) transfer on the basis that they are so burdensome as to be likely, in our reasonable judgment, to adversely affect the transferee’s 's operation of your Noodles & Company Restaurant restaurants or its compliance with its franchise agreements, any area development agreements and any other agreements being transferred; (ji) if you (or any of your Owners or Affiliates) finance any part of the sale price of the transferred interest, you and/or your Owners or Affiliate Affiliates must agree that all obligations of the transferee, and security interests reserved by any of them in the assets transferred, will be subordinate to the transferee’s 's obligations to pay all amounts due us and our Affiliate Affiliates and to April 2014 18 Exhibit B to the Franchise Disclosure Document Area Development Agreement otherwise comply with this Agreement, any Franchise Agreement being transferred or any Franchise Agreement franchise agreement to be executed by the transferee; (kj) you and your Owners must execute a non-competition noncompetition covenant, in form and substance substances satisfactory to us, in favor of us and the transferee agreeing that, for a period of two (2) years, starting on the effective date of the Transfertransfer, you and your Owners will not not, directly or indirectly (such as through members a member of his/her his or their Immediate Families) ), own any legal or beneficial interest in, or render services or give advice to: (1) any Competitive Business; or (2) any entity which that grants franchises, licenses licenses, or other interests to others to operate any Competitive Business in any Designated Market Area (as defined by ▇▇▇▇▇▇▇ Media Research) where a Noodles & Company Restaurant is located, whether Company-owned or franchised, or within any area that is or was within an Area Development Area or a Protected Area, as those terms are defined in the Area Development Agreement and this Franchise Agreement; (lk) we do not determine that any no applicable federal or state statute, regulation, rule rule, or law law, which is enacted, promulgated promulgated, or amended after the date hereof, may have a material adverse effect on our rights, remedies remedies, or discretion with respect to our relationship with the proposed transferee; (ml) you and your Owners and Affiliates must execute such other documents and do such other things as we may reasonably require to protect our rights under this Agreement Agreement, any Franchise Agreements, and under any Area Development other agreements being transferred; (m) transferee must demonstrate that it is eligible to hold and shall be able to obtain liquor licenses for each Noodles & Company restaurant contemplated by this Agreement; (n) transferee must obtain have obtained an acceptable assignment of leases Lease(s) from the landlords each landlord for all Restaurants being each Noodles & Company restaurant contemplated by this Agreement and as to each restaurant which is proposed to be transferred and obtain liquor and other required licenses from all applicable authorities for all Restaurants being transferred; and (o) such proposed transferee transferee, after the transfer, must meet all of own the then-current Franchise Agreement requirements, approval processes and criteria for new Area Operators of Noodles & Company Restaurants, including ownership of the required minimum number of Noodles & Company Restaurants after the Transferrestaurants we require of other Area Operators.

Conditions for Approval. If we have not exercised our right of first refusal under Section 14.06, we will not unreasonably withhold our approval of a Transfer of the Franchise that meets all of the reasonable restrictions, requirements and conditions we impose on the Transfer, the transferors, and/or the transferee(s), prior to the transfer being valid, including the following: (a) you have completed development of your Noodles & Company Restaurant and are operating your Noodles & Company Restaurant in accordance with this Agreement; (b) you and your Owners and Affiliates must be in compliance with the provisions of this Agreement and all other agreements with us or our Affiliate, as applicable; (c) the proposed transferee must be an entity, and its owners must provide us on a timely basis all information we request; the proposed transferee’s owners must be individuals acting in their individual capacities who are of good character and reputation, who must have sufficient business experience, aptitude and financial resources to operate your Noodles & Company Restaurant, and who must otherwise meet our approval; (d) the proposed transferee may not be an entity, or be affiliated with an entity, that is required to comply with reporting and information requirements of the Securities Exchange Act of 1934, as amended or other Publicly Held Entity; (e) the transferee (or its Operating Partner) and its managers, shift supervisors and other personnel must have completed our initial training program or must be currently certified by us to operate and/or manage a Noodles & Company Restaurant to our satisfaction; (f) the transferee (and its owners) must agree to be bound by all of the provisions of this Agreement for the remainder of its Term or, at our option, execute our then-current Franchise Agreement and related documents used in the state in which your Noodles & Company Restaurant is located (which may provide for different royalties, advertising contributions and expenditures, duration and other rights and obligations than those provided in this Agreement); (g) you or the transferee must pay us a transfer fee equal to $3,500 (or the amount in our then-current Franchise Agreement used for new franchises) plus associated costs; (h) you and your Owners and Affiliates must, except to the extent limited or prohibited by applicable law, execute a general release, in form and substance satisfactory to us, of any and all claims against us, our Affiliate, stockholders, officers, directors, employees, agents, successors and assigns; (i) we must not have disapproved the material terms and conditions of such Transfer (including the price and terms of payment and the amount to be financed by the transferee in connection with such transfer) on the basis that they are so burdensome as to be likely, in our reasonable judgment, to adversely affect the transferee’s 's operation of your Noodles & Company Restaurant or its compliance with its franchise agreements and any other agreements being transferred; (j) if you (or any of your Owners or Affiliates) finance any part of the sale price of the transferred interest, you and/or your Owners or Affiliate must agree that all obligations of the transferee, and security interests reserved by any of them in the assets transferred, will be April 2014 35 Exhibit C to the Franchise Disclosure Document Franchise Agreement subordinate to the transferee’s 's obligations to pay all amounts due us and our Affiliate and to otherwise comply with this Agreement, any Franchise Agreement being transferred or any Franchise Agreement executed by the transferee; (k) you and your Owners must execute a non-competition covenant, in form and substance satisfactory to us, in favor of us and the transferee agreeing that, for a period of two (2) years, starting on the effective date of the Transfer, you and your Owners will not directly or indirectly (such as through members of his/her or Immediate Families) own any legal or beneficial interest in, or render services or give advice to: (1) any Competitive Business; or (2) any entity which grants franchises, licenses or other interests to others to operate any Competitive Business in any Designated Market Area (as defined by ▇▇▇▇▇▇▇ Media Research) where a Noodles & Company Restaurant is located, whether Company-owned or franchised, or within any area that is or was within an Area Development Area or a Protected Area, as those terms are defined in the Area Development Agreement and this Agreement; (l) we do not determine that any applicable federal or state statute, regulation, rule or law which is enacted, promulgated or amended after the date hereof, may have a material adverse effect on our rights, remedies or discretion with respect to our relationship with the proposed transferee; (m) you and your Owners and Affiliates must execute such other documents and do such other things as we may reasonably require to protect our rights under this Agreement and under any Area Development Agreement; (n) transferee must obtain an assignment of leases from the landlords for all Restaurants being transferred and obtain liquor and other required licenses from all applicable authorities for all Restaurants being transferred; and (o) such proposed transferee must meet all of the then-current Franchise Agreement requirements, approval processes and criteria for new Area Operators of Noodles & Company Restaurants, including ownership of the required minimum number of Noodles & Company Restaurants after the Transfer.