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.
Examples
of these risks, uncertainties and other factors include, but are not limited to the impact
of: adverse general economic and related factors, such as fluctuating or increasing levels
of unemployment, underemployment and the volatility
of fuel prices, declines in the securities and real estate markets, and perceptions
of these conditions that decrease the level
of disposable income
of consumers or consumer confidence; adverse events impacting the security
of travel, such as terrorist acts, armed conflict and threats thereof, acts
of piracy, and other international events; the risks and increased costs associated with operating internationally; our expansion into and investments in new markets; breaches in data security or other disturbances to our information technology and other networks; the spread
of epidemics and viral outbreaks; adverse incidents involving cruise ships; changes in fuel prices and / or other cruise operating costs; any impairment
of our tradenames or goodwill; our hedging strategies; our inability to obtain adequate insurance coverage; our substantial indebtedness, including the ability to raise additional capital to fund our operations, and to generate the necessary amount
of cash to service our existing debt; restrictions in the agreements governing our indebtedness that limit our flexibility in operating our business; the significant portion
of our assets pledged as collateral under our existing debt agreements and the ability
of our creditors to accelerate the repayment
of our indebtedness; volatility and disruptions in the global credit and financial markets, which may adversely
affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; fluctuations in foreign currency exchange rates; overcapacity in key markets or globally; our inability to recruit or retain qualified personnel or the loss
of key personnel; future changes relating to how external distribution channels sell and market our cruises; our reliance on third parties to provide hotel management services to
certain ships and
certain other services; delays in our shipbuilding program and ship repairs, maintenance and refurbishments; future increases in the price
of, or major changes or reduction in, commercial airline services; seasonal variations in passenger fare rates and occupancy levels
at different
times of the
year; our ability to keep pace with developments in technology; amendments to our collective bargaining agreements for crew members and other employee relation issues; the continued availability
of attractive port destinations; pending or threatened litigation, investigations and enforcement actions; changes involving the tax and environmental regulatory regimes in which we operate; and other factors set forth under «Risk Factors» in our most recently filed Annual Report on Form 10 - K and subsequent filings by the Company with the Securities and Exchange Commission.
Animals that rely on river conditions
at a
certain time of year in order to breed or find food could be
affected by surprise floods.
The weather
affects liveaboard diving tours only in
certain areas
at specific
times of the
year.
While St Thomas» location means that visitors,
at certain times of year, risk rain and high winds
affecting their vacations, this same weather ensures that the island is green and lush and feels like a true tropical island with the wildlife that goes with that.