Not exact matches
Important factors that could cause actual results to differ materially from those reflected in such forward - looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following: 1) our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability
of new and maturing programs; 2) our ability to perform our obligations under our new and maturing commercial, business aircraft, and military development programs, and the related recurring production; 3) our ability to accurately estimate and manage performance, cost, and revenue under our contracts, including our ability to achieve certain cost reductions
with respect to the B787 program; 4) margin pressures and the potential for additional forward losses on new and maturing programs; 5) our ability to accommodate, and the cost
of accommodating, announced increases in the build rates
of certain aircraft; 6) the
effect on aircraft demand and build rates
of changing customer preferences for business aircraft, including the
effect of global economic conditions on the business aircraft market and expanding conflicts or political unrest in the Middle East or Asia; 7) customer cancellations or deferrals as a result
of global economic uncertainty or otherwise; 8) the
effect of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates; 9) the success and timely execution
of key milestones such as the receipt
of necessary regulatory approvals, including our ability to obtain in a timely fashion any required regulatory or other third party approvals for the consummation
of our announced acquisition
of Asco, and customer adherence to their announced schedules; 10) our ability to successfully negotiate, or re-negotiate, future pricing under our supply
agreements with Boeing and our other customers; 11) our ability to enter into profitable supply arrangements
with additional customers; 12) the ability
of all parties to satisfy their performance requirements under existing supply contracts
with our two major customers, Boeing and Airbus, and other customers, and the risk
of nonpayment by such customers; 13) any adverse impact on Boeing's and Airbus» production
of aircraft resulting from cancellations, deferrals, or reduced orders by their customers or from labor disputes, domestic or international hostilities, or acts
of terrorism; 14) any adverse impact on the demand for air travel or our operations from the outbreak
of diseases or epidemic or pandemic outbreaks; 15) our ability to avoid or recover from cyber-based or other security attacks, information technology failures, or other disruptions; 16) returns on pension plan assets and the impact
of future discount rate changes on pension obligations; 17) our ability to borrow additional funds or refinance debt, including our ability to obtain the debt to finance the purchase price for our announced acquisition
of Asco on favorable terms or at all; 18) competition from commercial aerospace original equipment manufacturers and other aerostructures suppliers; 19) the
effect of governmental laws, such as U.S. export control laws and U.S. and foreign anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad; 20) the
effect of changes in tax law, such as the
effect of The Tax Cuts and Jobs Act (the «TCJA») that was enacted on December 22, 2017, and changes to the interpretations
of or guidance related thereto, and the Company's ability to accurately calculate and estimate the
effect of such changes; 21) any reduction in our credit ratings; 22) our dependence on our suppliers, as well as the cost and availability
of raw materials and purchased components; 23) our ability to recruit and retain a critical mass
of highly - skilled employees and our relationships
with the unions representing many
of our employees; 24) spending by the U.S. and other governments on defense; 25) the possibility that our cash flows and our credit facility may not be adequate for our additional capital needs or for payment
of interest on, and principal
of, our indebtedness; 26) our exposure under our revolving credit facility to higher interest payments should interest rates increase substantially; 27) the effectiveness
of any interest rate hedging programs; 28) the effectiveness
of our internal control over financial reporting; 29) the outcome or impact
of ongoing or future litigation, claims, and regulatory actions; 30) exposure to potential product liability and warranty claims; 31) our ability to effectively assess, manage and integrate acquisitions that we pursue, including our ability to successfully integrate the Asco business and generate synergies and other cost savings; 32) our ability to consummate our announced acquisition
of Asco in a timely matter while avoiding any unexpected costs, charges, expenses, adverse changes to business relationships and other business disruptions for ourselves and Asco as a result
of the acquisition; 33) our ability to continue selling certain receivables through our supplier financing program; 34) the risks
of doing business internationally, including fluctuations in foreign current exchange rates, impositions
of tariffs or embargoes, compliance
with foreign laws, and domestic and foreign government policies; and 35) our ability to complete the proposed accelerated stock repurchase plan, among other things.
Such risks, uncertainties and other factors include, without limitation: (1) the
effect of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels
of end market demand in construction and in both the commercial and defense segments
of the aerospace industry, levels
of air travel, financial condition
of commercial airlines, the impact
of weather conditions and natural disasters and the financial condition
of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization
of the anticipated benefits
of advanced technologies and new products and services; (3) the scope, nature, impact or timing
of acquisition and divestiture or restructuring activity, including the pending acquisition
of Rockwell Collins, including among other things integration
of acquired businesses into United Technologies» existing businesses and realization
of synergies and opportunities for growth and innovation; (4) future timing and levels
of indebtedness, including indebtedness expected to be incurred by United Technologies in connection
with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection
with the pending Rockwell Collins acquisition; (5) future availability
of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope
of future repurchases
of United Technologies» common stock, which may be suspended at any time due to various factors, including market conditions and the level
of other investing activities and uses
of cash, including in connection
with the proposed acquisition
of Rockwell; (7) delays and disruption in delivery
of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits
of organizational changes; (11) the anticipated benefits
of diversification and balance
of operations across product lines, regions and industries; (12) the outcome
of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact
of the negotiation
of collective bargaining
agreements and labor disputes; (15) the
effect of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the
effect of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the
effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act
of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability
of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition
of conditions that could adversely affect the combined company or the expected benefits
of the merger) and to satisfy the other conditions to the closing
of the pending acquisition on a timely basis or at all; (18) the occurrence
of events that may give rise to a right
of one or both
of United Technologies or Rockwell Collins to terminate the merger
agreement, including in circumstances that might require Rockwell Collins to pay a termination fee
of $ 695 million to United Technologies or $ 50 million
of expense reimbursement; (19) negative
effects of the announcement or the completion
of the merger on the market price
of United Technologies» and / or Rockwell Collins» common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation
of their businesses while the merger
agreement is in
effect; (21) risks relating to the value
of the United Technologies» shares to be issued in connection
with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated
with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger
agreement; (23) risks associated
with merger - related litigation or appraisal proceedings; and (24) the ability
of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.
«The U.S. has obviously been clear about where it stands
with the Paris
Agreement, but it is heartening that 19 other countries reaffirmed their commitment to the agreement,» said Thoriq Ibrahim, minister of energy and environment for the Maldives and Chair of the Alliance of Small Island States, a group of countries vulnerable to the effects of global
Agreement, but it is heartening that 19 other countries reaffirmed their commitment to the
agreement,» said Thoriq Ibrahim, minister of energy and environment for the Maldives and Chair of the Alliance of Small Island States, a group of countries vulnerable to the effects of global
agreement,» said Thoriq Ibrahim, minister
of energy and environment for the Maldives and Chair
of the Alliance
of Small Island States, a group
of countries vulnerable to the
effects of global warming.
The
agreement, which came into
effect in January 2017, has already been extended through until the end
of this year —
with producers scheduled to meet in June to review policy.
For example, the expected timing and likelihood
of completion
of the proposed merger, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals
of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence
of any event, change or other circumstances that could give rise to the termination
of the merger
agreement, the possibility that Kraft shareholders may not approve the merger
agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption
of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse
effects on the market price
of Kraft's common stock, and the risk that the proposed transaction and its announcement could have an adverse
effect on the ability
of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on their operating results and businesses generally, problems may arise in successfully integrating the businesses
of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the combined company may be unable to achieve cost - cutting synergies or it may take longer than expected to achieve those synergies, and other factors.
Each
of these metrics and measures excludes the
effect of our payment processing
agreement with Starbucks.
Adjusted Revenue is a non-GAAP financial measure that we define as our total net revenue less transaction costs, adjusted to eliminate the
effect of activity under our payment processing
agreement with Starbucks.
The number
of shares
of our Class A common stock outstanding after this offering as shown in the tables above is based on the number
of shares outstanding as
of September 24, 2014, after giving
effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares
of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment
Agreements and Incentive Plans»), consisting
of (i) 2,689,486 shares
of Class A common stock issuable upon the exercise
of options to purchase shares
of Class A common stock granted on the date
of this prospectus to our directors and certain employees, including the named executive officers, in connection
with this offering as described in «Executive Compensation --
The number
of shares
of our Class A common stock outstanding after this offering as shown in the tables above is based on the number
of shares outstanding as
of September 24, 2014, after giving
effect to the Transactions and the Assumed Redemption, and excludes shares
of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment
Agreements and Incentive Plans»), consisting
of (i) shares
of Class A common stock issuable upon the exercise
of options to purchase shares
of Class A common stock granted on the date
of this prospectus to our directors and certain employees, including the named executive officers, in connection
with this offering as described
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.
For all the enthusiasm in some circles about free trade deals, there remains a slight distaste for large trade deals thanks to the less - than - desirable side
effects of the North American Free Trade
Agreement, negotiated in 1994
with Canada and Mexico.
Fortunately, many have speculated that the trade relationship would not change drastically
with or without the signing
of the TPP, as previous
agreements, notably NAFTA, would still be in
effect either way.
On February 5, 2014 the Canadian government entered into an intergovernmental
agreement with the U.S. that has the
effect of making FATCA Canadian law.
A little more than half
of small and medium - size businesses believe the talks will eventually lead to a successful renegotiation
of the trade deal or continue to linger on
with ultimately little
effect to the terms
of the
agreement.
This
Agreement is governed by, and construed in accordance
with, the laws
of the State
of Florida without giving
effect to any principles
of conflicts
of law.
No less than other stories in the Jacob cycle, it reflects the background
of the patriarchal age — frictions between groups (Hamor and Jacob); a level
of sexual morality beyond the reach
of our judgment and in any judgment ennobled by the integrity
of Hamor and the love
of his son for Dinah; the effort on the part
of both families to
effect a peaceful settlement honoring the religious sensibilities
of the abused; the despicable violation
of the terms
of agreement by two
of Jacob's sons; and finally, in perfect consonance
with the general character
of Jacob, his sharp rebuke
of his sons not on moral but on utilitarian grounds:
This I can not hope to
effect except through the
agreement of my will
with that
of a holy and beneficent Author
of the world....
The
effect of this Information Standard in combination
with the Trans - Tasman Mutual Recognition
Agreement could enhance a competitive trade advantage for New Zealand food companies over Australian companies globally.
The
Agreement and the resolution
of any dispute related to the
Agreement, the Web Site, or activities you participate in through the site, shall be governed by and construed in accordance
with the laws
of Ontario, without giving
effect to any principles
of conflicts
of law.
And I would hope that Democrats and Republicans can come out
of corners, come into the middle and come up
with an
agreement within the next year before that sequestration takes
effect.»
«The EU's advice is totally in
agreement with our public position on the same issue, to the
effect that the Buhari administration must refrain from massive deployment
of State violence and use
of dark side
of the laws
of the land as well as levying
of political, economic, social, ethnic and cultural wars against members
of the Nigeria's Igbo and other Southern nationalities.
In
effect, they almost resemble an effort to design the new
agreement beginning
with a blank sheet
of paper, loosened from the norms that have guided the past two decades
of the climate negotiations.
In part -
agreement, part - contrast
with Phillip Blond's description
of the riots as «libertarian», and Maurice Glasman's view
of the socially disruptive
effects of neoliberalism, I argue that the riots — in a way not unrelated to the MPs» expenses scandal or the daredevil practices
of the financial sector — exemplify a particularly corrosive brand
of materialistic libertinism.
In a break
with all but two nations across the world, President Donald Trump announced today that the United States would withdraw from the Paris climate accord, a historic
agreement to lessen the country's carbon footprint in an attempt to fight the global
effects of climate change.
To this end, the framers
of the Constitution provided that anytime Government intends to enter into any
agreement with any foreign entity that has economic or business interest, the
agreement must be subject to prior parliamentary approval or ratification before it can have any legal
effect.
Now that all political parties per their discussions
with the select committee on legal and constitutional matter are all in
agreement for November 7,2016 and every first Monday
of November in subsequent election years even though political parties like National Democratic Party (NDP) are suggesting this amendment to take
effect in 2020, we see no reason why there is a slow pace
of operations in the release
of manifestos by the various political parties.
«The prospect
of these across the board closures was very real and not only would have been devastated these communities, but caused ripple
effects in New York's dairy industry and beyond,» Cuomo said in a statement «This
agreement reverses course and, saves hundreds
of local jobs and commits Kraft - Heinz to invest millions
of dollars in the Upstate economy,
with the potential for job increases in the years to come.
Acting Social Services Commissioner Marie Cannon added, «This
agreement will have a very positive
effect on our ability to retain CPS workers and will aid our department in building a team
with longer years
of service and more experience in helping families.
A copy
of an
agreement that had been signed to this
effect with MASLOC, stipulates that a down - payment
of 10 %
of the total contract cost be made to Dextro ahead
of the cars being brought in and test - run.
Because there is yet to be an
agreement to that
effect, there are others who are leaning towards Governor Nasir el - Rufai, who as a graduate
of Harvard's Kennedy School
of Government, is considered to be more cosmopolitan
with a more sophisticated understanding
of world economy and politics.
Mr Blair said a number
of factors, including the
effect on the markets, business and the border
agreement with France, should be taken into account.
According to the Reform Party, the recent free trade
agreement with Korea shows the
effects of free trade
with Pacific Nations.
The recent free trade
agreement with Korea shows the
effects of free trade
with Pacific Nations.
We get good
agreement with ground motion models derived from actual recordings and we can investigate the impact
of source, path and site
effects on ground motions,» Rodgers said.
With Ecuador's growing concerns over the potential drift and toxic
effects of glyphosate, in 2005 the two countries signed an
agreement that Colombia would not spray within 10 kilometers
of the border.
As a consequence, the model results were important during the preparatory negotiations leading up to the Paris
Agreement that came into
effect in November 2016
with the intention
of mitigating climate change.
With the
agreement in
effect, COP22 has been designated «the COP
of action,» and the focus will be on implementation
of the
agreement and detailed questions
of enforcement, commitment, and issues such as the loss and damage due to climate change, which are already occurring.
This article demonstrates that the results
of the phantom experiment show close
agreement between SNR improvement
with and without diffusion - encoding gradient lobes, indicating that there is no loss
of SNR due to side
effects of the high amplitude gradient lobes.
Our results are in strong
agreement with animal studies, which have demonstrated the glucose - lowering
effects of intermittent fasting regimens (such as every other day fasting or fasting for 2 days a week).
If we equate de facto ketogenic diets
with high - protein diets (which is not always correct) then the risks proposed by critics
of this type
of dietary approach are essentially those
of possible kidney damage due to high levels
of nitrogen excretion during protein metabolism, which can cause an increase in glomerular pressure and hyperfiltration.12 There is not wide
agreement between studies; however, some infer the possibility
of renal damage from animal studies, 99, 100 whereas others, looking at both animal models, meta - analyses and human studies, propose that even high levels
of protein in the diet do not damage renal function.101, 102 In subjects
with intact renal function, higher dietary protein levels caused some functional and morphological adaptations without negative
effects.103 There may actually be renal - related
effects, but on blood pressure rather than morphological damage.
(c) In the event
of a Force Majeure Event that results in Services being unable to be provided for 14 days or more, either party may terminate this
agreement with immediate
effect upon written notice to the other and neither party will have the right to claim compensation from the other.
27.6.3 In the event
of a Force Majeure Event that results in Services being unable to be provided for 14 days or more, either party may terminate this
Agreement with immediate
effect upon written notice to the other and neither party will have the right to claim compensation from the other.
25.8
With the exception
of your
agreement to waive any right to a jury trial or to participate in a class action, if any other provision in this Section 25 is held to be illegal, invalid or unenforceable, such provision shall be fully severable, this Section 25 shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part
of this section, and the remaining provisions
of this section shall remain in full force and
effect.
The terms
of this
Agreement remain in
effect until it has been terminated in conformity
with its provisions.
This
agreement shall be governed by and construed in accordance
with the laws
of the State
of Maryland without giving
effect to any principles or conflicts
of law.
The information obtained by a mentor through interaction
with the new teacher while engaged in the mentoring activities
of the program shall not be used for evaluating or disciplining the new teacher, unless withholding such information poses a danger to the life, health, or safety if an individual, including but not limited to students and staff
of the school; or unless such information indicates that the new teacher has been convicted
of a crime, or has committed an act which raises a reasonable question as to the new teacher's moral character; or unless the school district or BOCES has entered into an
agreement, negotiated pursuant to article 14
of the Civil Service Law whose terms are in
effect, that provides that the information obtained by the mentor through intervention
with the new teacher while engaged in the mentoring activities
of the program may be used for evaluating or disciplining the new teacher.
This collaboration has helped jump - start this work across the state and shed light on the many significant challenges associated
with overhauling the hoary systems in place, such as measuring student achievement in «untested» grades and subjects, ensuring inter-rater
agreement and accuracy
of teacher practice observations, and ending the long - standing culture
of «The Widget
Effect.»
The
agreement proposes to evaluate a teacher's
effect on students» learning in part
with an unusual mix
of individual and school - wide data from such sources as state standardized tests, high school exit exams and district assessments, along
with rates
of high school graduation, attendance and suspensions.
Any such contract for the period
of its duration shall be applicable to and binding on the states whose designated state officials enter into it, and the subdivisions
of those states,
with the same force and
effect as if incorporated in this
agreement.
Another original sponsor
of the law, Senator Scott Beason, stepped in at this point and was able to work
with Rep. Hammon, law enforcement, and others and come to an
agreement that made the necessary changes to strengthen the original law without weakening its
effect.