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
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
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.
That this House notes that ISIL poses a direct threat to the United Kingdom; welcomes United Nations Security Council Resolution 2249 which determines that ISIL constitutes an «unprecedented threat to international peace and security» and calls on states to take «all necessary measures» to
prevent terrorist acts by ISIL and to «eradicate the safe haven they have established over significant
parts of Iraq and Syria»; further notes the clear legal basis to defend the UK and our allies in accordance with the UN Charter; notes that military action against ISIL is only one component
of a broader strategy to bring peace and stability to Syria; welcomes the renewed impetus behind the Vienna talks on a ceasefire and political settlement; welcomes the Government's continuing commitment to providing humanitarian support to Syrian refugees; underlines the importance
of planning for post-conflict stabilisation and reconstruction in Syria; welcomes the Government's continued determination to cut ISIL's sources
of finance, fighters and weapons; notes the requests from France, the US and regional allies for UK military assistance; acknowledges the importance
of seeking to avoid civilian casualties, using the UK's particular capabilities; notes the Government will not deploy UK troops in ground combat
operations; welcomes the Government's commitment to provide quarterly progress reports to the House; and accordingly supports Her Majesty's Government in taking military action, specifically airstrikes, exclusively against ISIL in Syria; and offers its wholehearted support to Her Majesty's Armed Forces.
«That this house notes that ISIL poses a direct threat to the United Kingdom; welcomes United Nations Security Council Resolution 2249 which determines that ISIL constitutes an «unprecedented threat to international peace and security» and calls on states to take «all necessary measures» to
prevent terrorist acts by ISIL and to «eradicate the safe haven they have established over significant
parts of Iraq and Syria»; further notes the clear legal basis to defend the UK and our allies in accordance with the UN Charter; notes that military action against ISIL is only one component
of a broader strategy to bring peace and stability to Syria; welcomes the renewed impetus behind the Vienna talks on a ceasefire and political settlement; welcomes the Government's continuing commitment to providing humanitarian support to Syrian refugees; underlines the importance
of planning for post-conflict stabilisation and reconstruction in Syria; welcomes the Government's continued determination to cut ISIL's sources
of finance, fighters, and weapons; notes the requests from France, the US and regional allies for UK military assistance; acknowledges the importance
of seeking to avoid civilian causalities; using the UK's particular capabilities; notes the Government's will not deploy UK troops in ground combat
operations; welcomes the Government's commitment to provide quarterly progress reports to the House; and accordingly supports Her Majesty's Government in taking military action, specifically airstrikes, exclusively against ISIL in Syria; and offers its wholehearted support to Her Majesty's Armed Forces.»