[34] The decisions in Willick and G. (L.) also make it clear that what amounts to a material change will depend on
the actual circumstances of the parties at the time of the order.
also make it clear that what amounts to a material change will depend on
the actual circumstances of the parties at the time of the order.
Not exact matches
Actual results may vary materially from those expressed or implied by forward - looking statements based on a number
of factors, including, without limitation: (1) risks related to the consummation
of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the
parties may fail to obtain shareholder approval
of the Merger Agreement, (c) the
parties may fail to secure the termination or expiration
of any waiting period applicable under the HSR Act, (d) other conditions to the consummation
of the Merger under the Merger Agreement may not be satisfied, (e) all or part
of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the Merger Agreement or recovering damages for any breach by Arby's; (2) the effects that any termination
of the Merger Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in
circumstances requiring BWW to pay Arby's a termination fee
of $ 74 million, or (c) the
circumstances of the termination, including the possible imposition
of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency
of the Merger may have on BWW and its business, including the risks that as a result (a) BWW's business, operating results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the effect
of limitations that the Merger Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome
of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against BWW and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A
of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016, as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.
Disclosures Founding Moms will not disclose any
of your personal information to third
parties without your permission except in the following
circumstances: (i) to investigate and defend Founding Moms against any third
party claims or allegations or otherwise to protect Founding Moms from liability, (ii) to investigate, prevent or take action regarding suspected or
actual illegal activities, (iii) to assist government enforcement agencies, respond to a legal process or comply with the law, (iv) to exercise or protect the rights, property or personal safety
of the users
of the Service and / or (v) to protect the security or integrity
of the Service.
Although apparently there were some
circumstances in which he would have been captured, the reaction to the
actual circumstances erred on the side
of safety for the raiding
party.
'' «In addition to
actual or compensatory damages, the law permits the jury, under certain
circumstances, to make an award
of punitive damages, in order to punish the wrongdoer for his misconduct, to serve as an example or warning to others not to engage in such conduct and to provide additional compensation for the conduct to which the injured
parties have been subjected.
Hale LJ dissented and expressed concern regarding a general enforceability
of pre-nuptial agreements and that the law should «not introduce a presumption or starting point in favour
of holding the
parties to it: the guiding principle should be fairness in the light
of the
actual and foreseeable
circumstances at the time when the court comes to make its order» and stated that «modern marriage still possesses an irreducible minimum, which includes a couple's mutual duty to support one another and their children».
In other words, it is the effective competitive disadvantage that results from discrimination, which must be demonstrated by reference to the
actual circumstances of the case, including the impact on the costs, income and profitability structures
of the affected
party — rather than the practice
of discrimination considered in abstract — which constitutes the criterion for the existence
of an abuse.
Focusing on all
of the
circumstances, including the written documentation, to determine what the
actual obligations
of the
parties are prevents the «armies
of lawyers» from excluding employment rights through clever contractual drafting.
Collaborative divorce looks at real lives and
circumstances and
actual expenses, with both
parties using financial experts, mental health consultants and appraisers instead
of adversarial experts.
As an alternative to litigation, collaborative divorce looks at real lives and
circumstances and
actual expenses, with both
parties using financial experts, mental health consultants, and appraisers instead
of adversarial experts.