What constitutes a change in control of the applicant that would be considered an 'Assignment' for a Marble Slab Creamery franchise?

"Assignment" means:

• (i) the direct or indirect, voluntary or involuntary, sale, assignment, transfer, conveyance, gift, pledge, mortgage, hypothecation, or encumbrance, in whole or in part, of:
  • (A) this Agreement, or
  • (B) all or any substantial portion of the assets of the Restaurant. or
• (ii) the direct or indirect, voluntary or involuntary, sale, assignment, transfer, conveyance, gift, pledge, mortgage, or encumbrance of 10% or more, in the aggregate, whether in one or more transactions, of the Equity or voting power of Applicant, by operation of law or otherwise, or any other event(s) or transaction(s) which, directly or indirectly, effectively changes control of Applicant;
• (iii) the issuance of any securities by Applicant which by itself or in combination with any other transaction(s) results in its Owners, as constituted on the Effective Date, owning, on an asconverted or as-exercised basis, less than 90% of the outstanding Equity or voting power of Applicant;
• (iv) if Applicant is a Partnership, the resignation, removal, withdrawal, death or legal incapacity of a general partner or of any limited partner owning 10% or more, in the aggregate, whether in one or more transactions, of the Partnership Rights of the Partnership, or the admission of any

additional general partner, or the transfer by any general partner of any of its Partnership Rights in the Partnership, or any change in the ownership or control of any general partner;

• (v) the death or legal incapacity of any Owner of Applicant owning 10% or more of the Equity or voting power of Applicant;

• (vi) any merger, stock redemption, consolidation, reorganization, recapitalization or other transfer of control of Applicant, however effected; or

Source: Item 23 — RECEIPT (FDD pages 101–346)