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.
Actual operational and financial results of SkyWest, SkyWest Airlines and ExpressJet will likely also vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of
other reasons, including, in addition to those identified above: the challenges and costs of integrating
operations and realizing anticipated synergies and
other benefits from the acquisition of ExpressJet; the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel; the financial stability of SkyWest's major partners and any potential impact of their financial condition on the
operations of SkyWest, SkyWest Airlines, or ExpressJet; fluctuations in flight schedules, which are determined
by the major partners for whom SkyWest's operating airlines conduct flight
operations; variations in market and economic conditions; significant aircraft lease and debt commitments; residual aircraft values and related impairment charges; labor relations and costs; the impact of global instability; rapidly fluctuating fuel costs, and potential fuel shortages; the impact of weather - related or
other natural disasters on air travel and airline costs; aircraft deliveries; the ability to attract and retain qualified pilots and
other unanticipated factors.
As for the specific border crossing tunnels targeted
by the Israeli military during the campaign: While the cabinet was not briefed on them until the
operation was already underway, the IDF, Shin Bet and
other security services were aware of them and the threat posed
by them, she said.
Noto's responsibilities for Twitter's business
operations and revenue - generating
operations will be assumed
by other members of the company's leadership team, it said.
By contrast,
others seamlessly transitioned to backup sites to continue
operations.
Potential risks and uncertainties include, among
others, the possibility that the anticipated synergies of the combined companies may not be achieved after closing, the combined
operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business may deteriorate and / or Oracle or Vocado may be adversely affected
by other economic, business, and / or competitive factors.
Further, PDC urges you to carefully review and consider the cautionary statements and disclosures, specifically those under the heading «Risk Factors,» made in its Quarterly Report on Form 10 - Q, its Annual Report on Form 10 - K for the year ended December 31, 2016 (the «2016 Form 10 - K»), filed with the U.S. Securities and Exchange Commission («SEC») on February 28, 2017 and amended on May 1, 2018, and
other filings with the SEC for further information on risks and uncertainties that could affect the Company's business, financial condition, results of
operations, and prospects, which are incorporated
by this reference as though fully set forth herein.
In February of last year, Trump described the removal of authorized immigration
by his administration as «a military
operation,» a comment that contrasted with
other officials in his administration, who stressed that deportations would not be pursued en masse or in the style of a military
operation.
The FTC has gone after two
other companies in the same field in the past year, and Willms's
operation is
by far the largest.
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.
Reviewed
by local regulators for almost a year, that local marriage was only step one for the Brahma boys, who saw an industry ripe for consolidation and initiated a strategy to improve margins
by buying up brewers, eliminating duplicative
operations, cutting excess suppliers, and
other steps that formed today's beer market, which is fragmented
by brand but consolidated in terms of ownership.
The Healthcare Reform Law, including The Patient Protection and Affordable Care Act and The Healthcare and Education Reconciliation Act of 2010, could have a material adverse effect on Humana's results of
operations, including restricting revenue, enrollment and premium growth in certain products and market segments, restricting the company's ability to expand into new markets, increasing the company's medical and operating costs
by, among
other things, requiring a minimum benefit ratio on insured products, lowering the company's Medicare payment rates and increasing the company's expenses associated with a non-deductible health insurance industry fee and
other assessments; the company's financial position, including the company's ability to maintain the value of its goodwill; and the company's cash flows.
Many of these nonbank institutions have financed risky infrastructure
operations, like copper and coal mines or
other poorly constructed buildings,
by using a variety of unusual financial instruments, said Louis Lau, director of Brandes Investment Partners» investments group.
The CFPB currently has authority to root our devious and deceptive practices
by fly -
by - night
operations (and
others) preying upon average consumers.
The Washington - based Organisation for International Investment (OFII), which represents the North American
operations of HSBC and
other global companies with US
operations, is resisting the CFIUS legislation
by lobbying lawmakers, according to people with knowledge of the matter.
The crackdown on information comes just months after President Donald Trump announced a new Afghanistan strategy aimed at breaking a battlefield stalemate
by accelerating Afghan - led
operations against the Taliban and
other insurgent groups in the country.
The auction was triggered
by a recent $ 300 - million stalking horse offer Fairfax made that allowed
others to make competing bids for the Canadian
operations until Monday at 10 a.m. EST, but court filings showed no bidders
other than Fairfax registered an offer.
b) whether the operator is approved, licensed or registered or its
operations are regulated
by the Government of Canada, the Government of Ontario or the government of any
other province or territory of Canada;
Exxon has argued against all the
other shareholder proposals as well, including a «policy to explicitly prohibit discrimination based on sexual orientation and gender identity»; a policy articulating Exxon's «respect for and commitment to the human right to water»; «a report discussing possible long term risks to the company's finances and
operations posed
by the environmental, social and economic challenges associated with the oil sands»; a report of «known and potential environmental impacts» and «policy options» to address the impacts of the company's «fracturing
operations»; a report of recommendations on how Exxon can become an «environmentally sustainable energy company»; and adoption of «quantitative goals... for reducing total greenhouse gas emissions.»
Furthermore, our research, testing, pricing, marketing and
other operations are subject to extensive regulation
by domestic and foreign government regulatory authorities.
If Avigilon could persuade customers its systems are actually business tools, the cost of purchasing them might be shared
by operations, human resources and
other budgets.
Among the factors that could cause actual results to differ materially are the following: (1) worldwide economic, political, and capital markets conditions and
other factors beyond the Company's control, including natural and
other disasters or climate change affecting the
operations of the Company or its customers and suppliers; (2) the Company's credit ratings and its cost of capital; (3) competitive conditions and customer preferences; (4) foreign currency exchange rates and fluctuations in those rates; (5) the timing and market acceptance of new product offerings; (6) the availability and cost of purchased components, compounds, raw materials and energy (including oil and natural gas and their derivatives) due to shortages, increased demand or supply interruptions (including those caused
by natural and
other disasters and
other events); (7) the impact of acquisitions, strategic alliances, divestitures, and
other unusual events resulting from portfolio management actions and
other evolving business strategies, and possible organizational restructuring; (8) generating fewer productivity improvements than estimated; (9) unanticipated problems or delays with the phased implementation of a global enterprise resource planning (ERP) system, or security breaches and
other disruptions to the Company's information technology infrastructure; (10) financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans; and (11) legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's Annual Report on Form 10 - K for the year ended Dec. 31, 2017, and any subsequent quarterly reports on Form 10 - Q (the «Reports»).
President Donald Trump has announced a new Afghanistan strategy aimed at breaking a battlefield stalemate
by accelerating Afghan - led
operations against the Taliban and
other insurgent groups in the country.
The firm's 2017 edition of its annual cybersecurity report entitled «Cybersecurity Report: Chief Security Officers Reveal True Cost of Breaches And The Actions That Organizations Are Taking,» provides insights based on threat intelligence gathered
by Cisco's security experts, combined with input from nearly 3,000 Chief Security Officers (CSOs) and
other security
operations leaders from businesses in 13 countries.
If these proposed tax measures are successful, small businesses will retain their advantages for active business investment
by active mom - and - pop
operations, but no longer deliver special advantages to
others using the small business tax regime as a tax planning loophole.
«Mr. Nix's recent comments secretly recorded
by Channel 4 and
other allegations do not represent the values or
operations of the firm and his suspension reflects the seriousness with which we view this violation,» Cambridge Analytica's board said in a statement Tuesday.
«When we realized there were thousands of
other people like us who wanted to provide coaching lessons on their own terms, rather than being employed
by a gym or a tennis club, we knew it was time to transition our little
operation to a nationwide service,» said Marcus.
Average weekly wages for airport
operations workers, a category that includes baggage handlers and
other support staff, fell
by 14 percent from 1991 to 2011 — a growth rate that was lower even than the low - wage retail and food service industries, according to a 2013 study.
The credit card
operations that are conducted under our arrangements with Capital One are subject to numerous federal and state laws that impose disclosure and
other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged
by a credit provider.
At least 189 of the state's 351 municipalities have barred retail marijuana stores and, in most cases, cultivation facilities and
other cannabis
operations, too, according to local news reports, municipal records, and data collected
by the office of Attorney General Maura Healey.
A great company generates enough cash flow (through highly profitable
operations) to be self - sustaining; it also has a solid track record of meeting
other objectives set
by its leaders and owners.
«The
other way it [the FSOC Designation Process] can make the system safer is
by providing an incentive for designated companies to change their structure or
operations so they can reduce the risk they pose and change their designation and the amount of oversight.
In addition to factors previously disclosed in Tesla's and SolarCity's reports filed with the U.S. Securities and Exchange Commission (the «SEC») and those identified elsewhere in this document, the following factors, among
others, could cause actual results to differ materially from forward - looking statements and historical performance: the ability to obtain regulatory approvals and meet
other closing conditions to the transaction, including requisite approval
by Tesla and SolarCity stockholders, on a timely basis or at all; delay in closing the transaction; the ultimate outcome and results of integrating the
operations of Tesla and SolarCity and the ultimate ability to realize synergies and
other benefits; business disruption following the transaction; the availability and access, in general, of funds to meet debt obligations and to fund ongoing
operations and necessary capital expenditures; and the ability to comply with all covenants in the indentures and credit facilities of Tesla and SolarCity, any violation of which, if not cured in a timely manner, could trigger a default of
other obligations under cross-default provisions.
Credit card
operations such as our proprietary program through Capital One are subject to numerous federal and state laws that impose disclosure and
other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged
by a credit provider.
An inactive market may also impair our ability to raise capital to continue to fund
operations by selling shares and may impair our ability to acquire
other companies or technologies
by using our shares as consideration.
Like zinc, crude and
other commodities, the PGMs were supported the last six months
by lower output levels, as labor disputes in South Africa — the world's largest platinum producer and number two largest palladium producing country — disrupted
operations.
Jeff Danley, director of Maryland region
operations for Starbucks, recruited Pappas to join the Armed Forces Network last spring and has been wowed
by the contributions she and
others from the military community bring to the company, beginning with professionalism and integrity.
Rather I would argue that the current situation reinforces the idea that the standard
operation of monetary policy should continue to be directed at the inflation target, but that it needs to be supplemented
by other tools to address the ever - present threat of financial imbalances.
You represent and warrant to the Company that you will not use the Sites for any purpose that is unlawful or prohibited
by these Terms, including but not limited to attempting or actually (i) disrupting, impairing or otherwise interfering with the
operation or integrity of the Sites or circumventing any of the Sites» security systems; (ii) collecting information about
other users of the Sites; or (iii) systematically extracting Information contained in the Sites to populate databases or
other sites.
The Approved: May 23, 2014 Committee is not required to assess the independence of any compensation consultant or
other advisor that acts in a role limited to consulting on any broad - based plan that does not discriminate in scope, terms or
operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed
by the consultant or advisor, and about which the consultant or advisor does not provide advice.
In the view of the Board, Mr. Nix's recent comments secretly recorded
by Channel 4 and
other allegations do not represent the values or
operations of the firm and his suspension reflects the seriousness with which we view this violation.
If we do not have sufficient funds to pay tax or
other liabilities or to fund our
operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed
by any such lenders.
(2) The Company calculates non-GAAP underlying pretax and after - tax income, underlying effective tax rate, underlying EBITDA and underlying free cash flow results
by excluding special and
other non-core items from the nearest U.S. GAAP performance measure, which is net income from continuing
operations attributable to MCBC for both underlying after - tax income and underlying EBITDA and net cash provided
by operating activities for underlying free cash flow.
Many factors could cause BlackBerry's actual results, performance or achievements to differ materially from those expressed or implied
by the forward - looking statements, including, without limitation: BlackBerry's ability to enhance its current products and services, or develop new products and services in a timely manner or at competitive prices, including risks related to new product introductions; risks related to BlackBerry's ability to mitigate the impact of the anticipated decline in BlackBerry's infrastructure access fees on its consolidated revenue
by developing an integrated services and software offering; intense competition, rapid change and significant strategic alliances within BlackBerry's industry; BlackBerry's reliance on carrier partners and distributors; risks associated with BlackBerry's foreign
operations, including risks related to recent political and economic developments in Venezuela and the impact of foreign currency restrictions; risks relating to network disruptions and
other business interruptions, including costs, potential liabilities, lost revenues and reputational damage associated with service interruptions; risks related to BlackBerry's ability to implement and to realize the anticipated benefits of its CORE program; BlackBerry's ability to maintain or increase its cash balance; security risks; BlackBerry's ability to attract and retain key personnel; risks related to intellectual property rights; BlackBerry's ability to expand and manage BlackBerry (R) World (TM); risks related to the collection, storage, transmission, use and disclosure of confidential and personal information;
Many factors could cause BlackBerry's actual results, performance or achievements to differ materially from those expressed or implied
by the forward - looking statements, including, without limitation: BlackBerry's ability to enhance its current products and services, or develop new products and services in a timely manner or at competitive prices, including risks related to new product introductions; risks related to BlackBerry's ability to mitigate the impact of the anticipated decline in BlackBerry's infrastructure access fees on its consolidated revenue
by developing an integrated services and software offering; intense competition, rapid change and significant strategic alliances within BlackBerry's industry; BlackBerry's reliance on carrier partners and distributors; risks associated with BlackBerry's foreign
operations, including risks related to recent political and economic developments in Venezuela and the impact of foreign currency restrictions; risks relating to network disruptions and
other business interruptions, including costs, potential liabilities, lost revenues and reputational damage associated with service interruptions; risks related to BlackBerry's ability to implement and to realize the anticipated benefits of its CORE program; BlackBerry's ability to maintain or increase its cash balance; security risks; BlackBerry's ability to attract and retain key personnel; risks related to intellectual property rights; BlackBerry's ability to expand and manage BlackBerry ® World ™; risks related to the collection, storage, transmission, use and disclosure of confidential and personal information; BlackBerry's ability to manage inventory and asset risk; BlackBerry's reliance on suppliers of functional components for its products and risks relating to its supply chain; BlackBerry's ability to obtain rights to use software or components supplied
by third parties; BlackBerry's ability to successfully maintain and enhance its brand; risks related to government regulations, including regulations relating to encryption technology; BlackBerry's ability to continue to adapt to recent board and management changes and headcount reductions; reliance on strategic alliances with third - party network infrastructure developers, software platform vendors and service platform vendors; BlackBerry's reliance on third - party manufacturers; potential defects and vulnerabilities in BlackBerry's products; risks related to litigation, including litigation claims arising from BlackBerry's practice of providing forward - looking guidance; potential charges relating to the impairment of intangible assets recorded on BlackBerry's balance sheet; risks as a result of actions of activist shareholders; government regulation of wireless spectrum and radio frequencies; risks related to economic and geopolitical conditions; risks associated with acquisitions; foreign exchange risks; and difficulties in forecasting BlackBerry's financial results given the rapid technological changes, evolving industry standards, intense competition and short product life cycles that characterize the wireless communications industry.
These risks and uncertainties include food safety and food - borne illness concerns; litigation; unfavorable publicity; federal, state and local regulation of our business including health care reform, labor and insurance costs; technology failures; failure to execute a business continuity plan following a disaster; health concerns including virus outbreaks; the intensely competitive nature of the restaurant industry; factors impacting our ability to drive sales growth; the impact of indebtedness we incurred in the RARE acquisition; our plans to expand our newer brands like Bahama Breeze and Seasons 52; our ability to successfully integrate Eddie V's restaurant
operations; a lack of suitable new restaurant locations; higher - than - anticipated costs to open, close or remodel restaurants; increased advertising and marketing costs; a failure to develop and recruit effective leaders; the price and availability of key food products and utilities; shortages or interruptions in the delivery of food and
other products; volatility in the market value of derivatives; general macroeconomic factors, including unemployment and interest rates; disruptions in the financial markets; risk of doing business with franchisees and vendors in foreign markets; failure to protect our service marks or
other intellectual property; a possible impairment in the carrying value of our goodwill or
other intangible assets; a failure of our internal controls over financial reporting or changes in accounting standards; and
other factors and uncertainties discussed from time to time in reports filed
by Darden with the Securities and Exchange Commission.
State statutes restrict the use of drones
by law enforcement, the use of drones over critical infrastructure, and flights over private property, among
other types of
operations.
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 costs that major airlines have excluded in calculating their mainline CASM include the costs of regional airline
operations provided
by their partners or regional operating subsidiaries, costs of ancillary businesses such as aircraft maintenance and third - party staffing services provided to
other airlines and certain restructuring or nonrecurring items.
Other right - wing conspiracy theorists falsely claimed the shooting was a staged «false flag»
operation, and that the student organizers were secretly being led
by «left wing gun control activists,» the Miami Herald reported.