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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/15/08 Wendy’s Co S-4/A¶ 15:4.3M Command Financial |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of HTML 3.30M
Securities Issued in a
Business-Combination Transaction
14: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 14K
15: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 7K
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 15K
Liquidation or Succession
3: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 25K
Liquidation or Succession
4: EX-5.1 Opinion re: Legality HTML 21K
5: EX-8.1 Opinion re: Tax Matters HTML 16K
6: EX-8.2 Opinion re: Tax Matters HTML 19K
7: EX-10.1 Material Contract HTML 47K
8: EX-10.2 Material Contract HTML 67K
9: EX-23.1 Consent of Experts or Counsel HTML 9K
10: EX-23.2 Consent of Experts or Counsel HTML 9K
11: EX-23.3 Consent of Experts or Counsel HTML 8K
12: EX-99.1 Miscellaneous Exhibit HTML 45K
13: EX-99.4 Miscellaneous Exhibit HTML 11K
| EX-2.2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 2.2
TRIARC COMPANIES, INC.
1155 Perimeter Center West
Wendy’s International, Inc.
4288 West Dublin-Granville Road
Attention: Kerrii B. Anderson
Chief
Executive Officer
Dear Ms. Anderson:
Reference is made to the Agreement and Plan of Merger, dated as of April 23, 2008 (the “Merger Agreement”), by and among Triarc Companies, Inc., a Delaware corporation (“Triarc”), Green Merger Sub, Inc., an Ohio corporation and a direct wholly-owned subsidiary of Triarc (“Merger Sub”) and Wendy’s International, Inc., an Ohio corporation (“Wendy’s”). Capitalized terms used and not defined in this letter agreement shall have the meanings ascribed to them in the Merger Agreement.
Pursuant to the terms of Section 8.11 of the Merger Agreement, Triarc, Merger Sub and Wendy’s hereby amend the Merger Agreement to replace the form of Triarc Charter Amendment attached as Exhibit E to the Merger Agreement with the form attached as Exhibit A hereto. The parties agree that Exhibit A hereto shall constitute the Triarc Charter Amendment for all purposes under the Merger Agreement.
The provisions of Sections 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10 and 8.11 of the Merger Agreement are hereby incorporated by reference in this letter agreement. Except as expressly amended hereby, the provisions of the Merger Agreement are and shall remain unmodified and in full force and effect.
[Remainder of Page Intentionally Left Blank]
| EX-2.2 | Last Page of 2 | TOC | 1st | Previous | Next | ↓Bottom | Just 2nd |
|---|
Wendy’s International, Inc.
Page 2
If this letter agreement accurately sets forth our understanding, kindly execute the enclosed copy of this letter agreement and return it to the undersigned.
Very truly yours,
TRIARC COMPANIES, INC.
By /s/ NILS H. OKESON
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Name: Nils H. Okeson |
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Title: SVP & General Counsel |
GREEN MERGER SUB, INC.
By /s/ NILS H. OKESON
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Name: Nils H. Okeson |
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Title: SVP & General Counsel |
Accepted and agreed to as of
the date first written above:
WENDY’S INTERNATIONAL, INC.
By /s/ L.M. MCCORKLE, JR.
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Name: L.M. McCorkle, Jr. |
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Title: Executive Vice President, General Counsel & Secretary |
| Referenced-On Page | |||||||||
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| This ‘S-4/A’ Filing | Date | First | Last | Other Filings | |||||
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| Filed on: | 8/15/08 | 425, EFFECT | |||||||
| 8/14/08 | 1 | 2 | |||||||
| 4/23/08 | 1 | 4, 8-K | |||||||
| List all Filings | |||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Wendy’s Co. 10-K 12/31/23 156:17M 3/01/23 Wendy’s Co. 10-K 1/01/23 161:19M 3/01/22 Wendy’s Co. 10-K 1/02/22 156:19M 3/03/21 Wendy’s Co. 10-K 1/03/21 170:22M |