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.
Dramatic films which have portrayed the «homefront»
during times of war, and the
subsequent problems of peacetime adjustment
include William Wyler's Mrs. Miniver (1942) about a separated middle - class family couple (Greer Garson and Walter Pidgeon)
during the Blitz, Clarence Brown's The Human Comedy (1943) with telegram delivery boy Mickey Rooney bringing news from the front to small - town GI families back home, John Cromwell's Since You Went Away (1944) with head of family Claudette Colbert
during her husband's absence, and another William Wyler poignant classic The Best
Years of Our Lives (1946) with couples awkwardly brought back together forever changed after the war: Dana Andrews and Virginia Mayo, Fredric March and Myrna Loy, and Harold Russell and Cathy O'Donnell.
Any Injury, Illness, sickness, disease, or other physical, medical, Mental or Nervous Disorder, condition or ailment that, with reasonable medical certainty, existed at the time of Application or at any time
during the three (3)
years prior to the Effective Date of this insurance, whether or not previously manifested, symptomatic or known, diagnosed, Treated, or disclosed to the Company prior to the Effective Date, and
including any and all
subsequent, chronic or recurring complications or consequences related thereto or resulting or arising therefrom.