The performance goals upon which the payment or vesting
of any Incentive Award (
other than Options and stock appreciation rights) that is intended
to qualify as Performance - Based Compensation depends shall relate
to one or more
of the following Performance Measures: market price
of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on i
Capital Stock, earnings per share
of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on i
Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins,
return on equity or stockholder equity, total
shareholder return, market capitalization, enterprise value, cash flow (including but not limited
to operating cash flow and free cash flow), cash position,
return on assets or net assets,
return on
capital, return on i
capital,
return on invested
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.