Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. (a) Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) Each As promptly as practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement, and Wendy’s the Company and Triarc, as appropriate, Parent shall prepare and file with the SEC the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing documents. Each of Parent and the Company will use its commercially reasonable best efforts to respond cause the Proxy Statement and Schedule 13E-3 to the comments of be filed with the SEC and as promptly as reasonably practicable after the date of this Agreement. The Company will use its commercially reasonable efforts to have the Form S-4 declared effective Proxy Statement, and Parent and the Company will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto), Triarc and Merger Sub agree Parent and the Company shall cooperate and provide each other with a reasonable opportunity to correct any review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information provided by it for use in and replies to comments of the Transaction SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC Filings which shall have become false or misleading in any material respectwith respect thereto. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur which is required be discovered by applicable Law to any party hereto that should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each Subject to the provisions of Wendy’s, Triarc this Agreement and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities ActDistribution Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC Securities and Exchange Commission (the Transaction SEC Filings"SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and Wendy’s and Triarc(iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as appropriate, amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable best efforts to respond to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and IMS HEALTH shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto, and the Company shall notify IMS HEALTH of the receipt of any comments of the SEC with respect to the Proxy Statement and have the Form S-4 declared effective of any requests by the SEC under for any amendment or supplement thereto or for additional information, and shall provide to IMS HEALTH promptly copies of all correspondence between the Securities Act SEC and thereafter the Company or any of its advisors with respect to the Proxy Statement. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all the holders of the Company's common stock entitled to vote at the Stockholders Meeting as promptly soon as reasonably practicable and use all reasonable efforts to keep possible following the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereonexecution hereof. Each party IMS HEALTH shall provide any other party with any the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is reasonably required for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawProxy Statement.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement in preliminary form, which shall, subject to Section 5.3(b), include the Recommendation. Parent and Wendy’s and Triarc, as appropriate, the Company shall cooperate with each other in connection with the preparation of the foregoing document. The Company will use its reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Proxy Statement cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing holders of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings Company Common Stock as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall (i) cooperate and provide Parent with a reasonable opportunity to review and comment on the drafts of Wendy’sthe preliminary and definitive Proxy Statements (including each amendment or supplement thereto), Triarc each Company SEC Document to be filed after the date of this Agreement, and Merger Sub agree all responses to correct requests for additional information by and replies to comments of the SEC, in each case, prior to their being filed with the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC or its staff with respect thereto and (ii) consider in good faith any information provided comments reasonably proposed by it for use in the Transaction SEC Filings which shall have become false Parent or misleading in any material respectits legal counsel with respect to such documents. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board shareholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each of Wendy’sthe Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, Triarc except to the extent provided in Section 5.3 (c) or (d), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement; provided that subject to applicable Law the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 10 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the Company or any Representative of the Company and the SEC with respect to the Proxy Statement. The Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken promptly provide the Company with such actions information as may be required to be taken under included in the Securities ActProxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement have been included therein by the Company, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Company shall file the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file definitive Proxy Statement with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable and use all reasonable efforts practicable, to keep the Form S-4 effective its stockholders of record, as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, record date established by the Board of Directors of the Company. Each of the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional informationcorrect promptly, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use to be used specifically in the Transaction SEC Filings which Proxy Statement, if required, that shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior respect and shall take all steps necessary to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to and have cleared by the extent required by applicable Law and will mail such SEC any amendment or supplement to Wendy’s shareholders the Proxy Statement so as to correct the same and Triarc’s to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger Parent and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Partnership shall prepare and file with the SEC the Transaction SEC FilingsForm S-4, which will include the Proxy Statement/Prospectus. Each of Parent and Wendy’s and Triarc, as appropriate, the Partnership shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior Merger and the other transactions contemplated hereby. The Partnership will cause the Proxy Statement/Prospectus to be mailed to the Partnership’s unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Parent Common Units in the Merger, and the Partnership shall furnish all information concerning the Partnership and the holders of Partnership Common Units and Partnership Preferred Units, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of the Transaction SEC Filingsof, or amendment or supplement to, the parties Form S-4 or the Proxy Statement/Prospectus will be made by Parent or the Partnership, as applicable, without the other’s prior consent (which shall consult with each not be unreasonably withheld, conditioned or delayed) and without providing the other party with respect to such filings and shall afford each other party and its Representatives a reasonable opportunity to review and comment thereon. Each party shall provide any Parent or the Partnership, as applicable, will advise the other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of comments any stop order, the suspension of the SEC and qualification of the Parent Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement/Prospectus or supplements to the Transaction Form S-4 or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Mergerany state securities commission. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to Parent or Triarc Meeting the Partnership, or any event of their respective affiliates, officers or directors, is discovered by Parent or the Partnership which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders Law, disseminated to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding unitholders of the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawPartnership.

Filings; Other Actions. (a) Each Subject to the provisions of Wendy’s, Triarc this Agreement and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities ActDistribution Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable following the execution hereof a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the adoption of this Agreement and (ii) the approval of the Governance Proposals and the Stockholder Rights Proposal. The Company shall not propose to its stockholders the adoption of any of the Governance Proposals or the Stockholder Rights Proposal as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to be adopted upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and Centex shall cooperate with each other in the Transaction SEC Filingspreparation of the Proxy Statement and any amendment or supplement thereto, and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to notify Centex of the receipt of any comments of the SEC with respect to the Proxy Statement and have the Form S-4 declared effective of any requests by the SEC under for any amendment or supplement thereto or for additional information, and shall provide to Centex promptly copies of all correspondence between the Securities Act SEC and thereafter the Company or any of its advisors with respect to the Proxy Statement. The Company shall give Centex and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments Centex may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use its reasonable best efforts, after consultation with Centex and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing holders of the Transaction SEC Filings, Common Stock entitled to vote at the Stockholders Meeting promptly upon the resolution of all such comments and requests or at such other time agreed to by the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Lawhereto.

Filings; Other Actions. (a) Each of Wendy’sNAPW, Triarc PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of . Without limiting the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarcforegoing, as appropriatepromptly as practicable after the date of this Agreement, the parties hereto shall prepare and file cause to be filed with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the MergerInformation Statement; provided, however, that prior to the filing of the Transaction SEC FilingsInformation Statement, the parties PDN shall consult with each other party NAPW with respect to such filings and shall afford each other party NAPW and its Representatives reasonable opportunity to comment thereon. Each party The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide any other party PDN with any information for inclusion in the Transaction SEC Filings which Information Statement that may be required under applicable Law or which that is reasonably requested by each other partyPDN. Each party PDN shall notify each other party NAPW of the receipt of comments of from the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Information Statement or for additional information, and will promptly supply to such other party NAPW and its counsel copies of all correspondence between such party PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the MergerInformation Statement. Each of Wendy’sNAPW, Triarc PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’sNAPW, Triarc PDN and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings Information Statement which shall have become false or misleading in any material respect. Each party NAPW will promptly notify the other parties PDN if at any time prior to the Wendy’s Meeting or Triarc Meeting Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsInformation Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and TriarcPDN’s stockholders to the extent required by applicable Law; Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) stockholders under applicable Law.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’sthis Agreement, Triarc the Company shall prepare the Proxy Statement (which shall include the Recommendation), and Merger Sub the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing documents. The Company will use its reasonable best efforts to take or cause to be taken such actions as may be required to be taken under have the Securities ActProxy Statement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger Parent and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Company will use their reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Schedule 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto), Triarc and Merger Sub agree Parent and the Company shall cooperate and provide each other with a reasonable opportunity to correct any review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information provided by it for use in and replies to comments of the Transaction SEC Filings which shall have become false SEC, prior to filing such with or misleading in any material respectsending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board shareholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger Parent and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsForm S-4, which will include the Proxy Statement/Prospectus. Each of Parent and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement/Prospectus to be mailed to the filing Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the Transaction SEC Filingstransactions contemplated by this Agreement, including the Merger. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the parties Form S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall consult with each not be unreasonably withheld, conditioned or delayed) and without providing the other party with respect to such filings and shall afford each other party and its Representatives a reasonable opportunity to review and comment thereon. Each party shall provide any Parent or the Company, as applicable, will advise the other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the threat or issuance of comments any stop order, the suspension of the SEC and qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement/Prospectus or supplements to the Transaction Form S-4 or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Mergerany state securities commission. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to Parent or Triarc Meeting the Company, or any event of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders Law, disseminated to the extent required by applicable Law; providedshareholders of the Company. At the Company’s request, however, that prior Parent shall cooperate in appropriately amending or supplementing the Proxy Statement/Prospectus to such filing, each party shall consult reflect any Adverse Recommendation Change made in compliance with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Lawthis Agreement.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger Parent and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsRegistration Statement, which will include the Proxy Statement/Prospectus. Each of Parent and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 Registration Statement declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and use all reasonable efforts to keep the Form S-4 Registration Statement effective as long as reasonably necessary to consummate the Merger; provided, however, that prior Mergers and the other transactions contemplated hereby or until the termination of this Agreement in accordance with Article VII. Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed or made available to the Company’s shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Parent Shares in the First Merger, and the Company shall furnish all information concerning the Company and the holders of shares of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of the Transaction SEC Filingsof, or amendment or supplement to, the parties Registration Statement or the Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall consult with each not be unreasonably withheld, conditioned or delayed) and without providing the other party with respect to such filings and shall afford each other party and its Representatives a reasonable opportunity to review and comment thereon. Each party shall provide any Parent or the Company, as applicable, will advise the other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of comments any stop order, the suspension of the SEC and qualification of the Parent Shares issuable in connection with the First Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement/Prospectus or supplements to the Transaction Registration Statement or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Mergerany state securities commission. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to Parent or Triarc Meeting the Company, or any event of their respective affiliates, officers or directors, is discovered by Parent or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders law, disseminated to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding shareholders of the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each of Wendy’sThe Company, Triarc Parent and Merger Sub shall each use all reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, Act any other federal securities Laws, and under any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC FilingsProxy Statement. In connection with the Merger and the Wendy’s Company Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement relating to the Merger and the other transactions contemplated by this Agreement, and Wendy’s the Company and Triarc, as appropriate, Parent shall use all reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarcthe Company’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Mergerpracticable; provided, however, that prior to the filing of the Transaction SEC FilingsProxy Statement, the parties Company shall consult with each other party Parent with respect to such filings and shall afford each other party and Parent or its Representatives reasonable opportunity to comment thereon. Each party Parent and Merger Sub shall provide any other party the Company with any information for inclusion in the Transaction SEC Filings Proxy Statement which may be required under applicable Law or and/or which is reasonably requested by each other partythe Company. Each party The Company shall notify each other party Parent of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement or for additional information, and will promptly supply to such other party Parent with copies of all correspondence between such party the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement or the Merger. Each of Wendy’sthe Company, Triarc Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings Proxy Statement and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’sthe Company, Triarc Parent and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings Proxy Statement which shall have become false or misleading in any material respectmisleading. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement, the Company will promptly inform Parent. In such case, the parties will cooperate to Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will shall mail such amendment or supplement to Wendy’s shareholders and Triarcthe Company’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party the Company shall consult with each other party Parent with respect to such amendment or supplement and shall afford each such party and Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party the Company shall have any no obligation to notify the other parties Parent of any matters to the extent that its board the Board of directors or any committee thereof Directors determines in good faith, after consultation with its outside the Company’s legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) the Company’s stockholders under applicable Law.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger Parent and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsForm S-4, which will include the Proxy Statement/Prospectus and Wendy’s shall, for the avoidance of doubt, register the issuance of the Parent Common Stock, issued at the Effective Time in the Merger. Each of Parent and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger and the other transactions contemplated hereby. Each of Parent and the Company will cause the Proxy Statement/Prospectus to be mailed to their respective stockholders as promptly as practicable after the Form S-4 is declared or becomes effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger; provided, howeverand the Company shall furnish all information concerning the Company and the holders of Company Common Stock, that prior to the or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of the Transaction SEC Filingsof, or amendment or supplement to, the parties shall consult with each Form S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (not to be unreasonably withheld, conditioned or delayed) and without providing the other party with respect to such filings and shall afford each other party and its Representatives a reasonable opportunity to review and comment thereon. Each party shall provide any Parent or the Company, as applicable, will advise the other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of comments any stop order, the suspension of the SEC and qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement/Prospectus or supplements to the Transaction Form S-4 or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, any state securities commission with respect to the Transaction SEC Filings Form S-4 or the MergerProxy Statement/Prospectus. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to Parent or Triarc Meeting the Company, or any event of their respective affiliates, officers or directors, is discovered by Parent or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to either the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the parties will cooperate to promptly prepare other party hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders law, disseminated to the extent required by applicable Law; provided, however, that prior to such filing, stockholders of each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Lawparty.

Filings; Other Actions. (a) Each of Wendy’sthe Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, Triarc except to the extent provided in Section 5.3 (c) or (d), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement; provided that subject to applicable Law the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 30 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the Company or any Representative of the Company and the SEC with respect to the Proxy Statement. The Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken promptly provide the Company with such actions information as may be required to be taken under included in the Securities ActProxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement have been included therein by the Company, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Company shall file the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file definitive Proxy Statement with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable and use all reasonable efforts practicable, to keep the Form S-4 effective its stockholders of record, as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, record date established by the Board of Directors of the Company. Each of the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional informationcorrect promptly, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use to be used specifically in the Transaction SEC Filings which Proxy Statement, if required, that shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior respect and shall take all steps necessary to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to and have cleared by the extent required by applicable Law and will mail such SEC any amendment or supplement to Wendy’s shareholders the Proxy Statement so as to correct the same and Triarc’s to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) Each of Wendy’sCompany and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. Except in the event of a Change of Board Recommendation specifically permitted by Section 5.2(d), Triarc the Proxy Statement shall include the Company Board Recommendation. As promptly as practicable after the execution of this Agreement, and in any event no later than twenty-five (25) days following the date of this Agreement, Company shall file with the SEC the preliminary Proxy Statement and, thereafter, shall use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as practicable; provided, however, that Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Company shall notify Parent of the receipt of any comments from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between Company or any Representative of Company and the SEC with respect to the Proxy Statement. Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken promptly provide Company with such actions information as may be required to be taken under included in the Securities Act, the Exchange Act, Proxy Statement or as may be reasonably required to respond to any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery comment of the Transaction SEC Filingsstaff. In connection with After all the Merger comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Wendy’s MeetingProxy Statement have been included therein by Company, and Company shall file the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file definitive Proxy Statement with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable and use all reasonable efforts practicable, to keep the Form S-4 effective its stockholders of record, as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, record date established by the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party Board of the receipt Directors of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Company or the MergerSpecial Committee. Each of Wendy’sthe parties hereto shall correct promptly, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use to be used specifically in the Transaction SEC Filings which Proxy Statement, if required, that shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior respect and shall take all steps necessary to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to and have cleared by the extent required by applicable Law and will mail such SEC any amendment or supplement to Wendy’s shareholders the Proxy Statement so as to correct the same and Triarc’s to cause the Proxy Statement as so corrected to be disseminated to the stockholders of Company, in each case to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Sodium and the Company shall jointly prepare the Registration Statement, including the Proxy Statement/Prospectus, and Sodium shall file with the SEC the Registration Statement. Each of Wendy’s, Triarc Sodium and Merger Sub the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective until the earlier of the Effective Time and the Termination Date. Sodium shall take or cause to be taken such actions as may be any action required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities laws in connection with the issuance and reservation of Sodium Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of shares of Company Common Stock, or “blue sky” Laws beneficial owners of an interest therein, as may be reasonably required in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made by Sodium or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Sodium or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any stock exchange requirements supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Sodium Shares issuable in connection with the Merger and the other transactions contemplated by this Agreementfor offering or sale in any jurisdiction, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective or any oral or written request by the SEC under for amendment of the Securities Act and thereafter to cause Registration Statement or the Proxy Statement to be mailed to Wendy’s shareholders Statement/Prospectus or comments thereon and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law responses thereto or which is reasonably requested requests by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Mergerany state securities commission. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to Sodium, Sodium US or Triarc Meeting the Company, or any event of their respective Affiliates, officers or directors, is discovered by Sodium or the Company that should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders law, disseminated to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement stockholders of the Company and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties stockholders of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawSodium.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger ETP and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsForm S-4, which will include the Proxy Statement/Prospectus. Each of ETP and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. ETP shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of the Transaction SEC Filingsof, or amendment or supplement to, the parties Form S-4 or the Proxy Statement/Prospectus will be made by ETP or the Company, as applicable, without the other’s prior consent (which shall consult with each not be unreasonably withheld, conditioned or delayed) and without providing the other party with respect to such filings and shall afford each other party and its Representatives a reasonable opportunity to review and comment thereon. Each party shall provide any ETP or the Company, as applicable, will advise the other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of comments any stop order, the suspension of the SEC and qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement/Prospectus or supplements to the Transaction Form S-4 or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Mergerany state securities commission. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to ETP or Triarc Meeting the Company, or any event of their respective affiliates, officers or directors, is discovered by ETP or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders law, disseminated to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding shareholders of the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each If the approval of Wendy’sthis Agreement by the Company’s stockholders is required under applicable Law, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under promptly as practicable following the Securities ActOffer Closing, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement, and Wendy’s Parent and Triarc, as appropriate, the Company shall cooperate with each other in connection with the preparation of the Proxy Statement. The Company will use its reasonable best efforts to respond to have the comments Proxy Statement cleared by the staff of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings stockholders as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the staff of the SEC relating to the Proxy Statement. Each Prior to filing with the SEC, sending to the SEC or mailing to stockholder of Wendy’sthe Company (i) the Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC or responding to any comments from the SEC with respect thereto, Triarc the Company shall provide Parent with a reasonable opportunity to review and Merger Sub agree comment on such document or response, shall include in such document or response all comments reasonably proposed by Parent, and shall obtain the consent of Parent to correct any information provided by it for use in such filing or mailing, such consent not to be unreasonably withheld conditioned or delayed. The Company will provide to Parent copies of all such filings made and correspondence with the Transaction SEC Filings which shall have become false or misleading in any material respectits staff with respect thereto. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting earlier of the Effective Time and the Termination Date, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each Subject to the provisions of Wendy’s, Triarc this Agreement and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities ActDistribution Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the adoption of this Agreement; and (ii) the approval of each of the Governance Amendments as amendments to the Company's Restated Certificate of Incorporation to become effective solely upon the effectiveness of the Merger. The Company shall not propose to its stockholders the adoption of any of the Governance Amendments as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and UNITRIN shall cooperate with each other in the Transaction SEC Filingspreparation of the Proxy Statement and any amendment or supplement thereto, and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to notify UNITRIN of the receipt of any comments of the SEC with respect to the Proxy Statement and have the Form S-4 declared effective of any requests by the SEC under for any amendment or supplement thereto or for additional information and shall provide to UNITRIN promptly copies of all correspondence between the Securities Act SEC and thereafter the Company or any of its advisors with respect to the Proxy Statement. The Company shall give UNITRIN and its counsel appropriate advance opportunity to review and comment upon the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the SEC, and shall incorporate therein any reasonable comments UNITRIN may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use all reasonable efforts, after consultation with UNITRIN and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all the holders of the Common Stock entitled to vote at the Stockholders Meeting as promptly soon as reasonably practicable and use all reasonable efforts to keep possible following the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereonexecution hereof. Each party UNITRIN shall provide any other party with any the Company such information concerning the business and affairs of UNITRIN and Merger Sub as is reasonably required for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawProxy Statement.

Filings; Other Actions. (a) Each Subject to the provisions of Wendy’s, Triarc this Agreement and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities ActDistribution Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable following the execution hereof a proxy statement (the “Proxy Statement”) for the solicitation of proxies in favor of (i) the adoption of this Agreement and (ii) the approval of the Governance Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal and the Stockholder Rights Proposal. The Company shall not propose to its stockholders the adoption of any of the Governance Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal or the Stockholder Rights Proposal as independent amendments to the Company’s Restated Certificate of Incorporation, but only as amendments to be adopted upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and Centex shall cooperate with each other in the Transaction SEC Filingspreparation of the Proxy Statement and any amendment or supplement thereto, and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to notify Centex of the receipt of any comments of the SEC with respect to the Proxy Statement and have the Form S-4 declared effective of any requests by the SEC under for any amendment or supplement thereto or for additional information, and shall provide to Centex promptly copies of all correspondence between the Securities Act SEC and thereafter the Company or any of its advisors with respect to the Proxy Statement. The Company shall give Centex and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments Centex may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use its reasonable best efforts, after consultation with Centex and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing holders of the Transaction SEC Filings, Common Stock entitled to vote at the Stockholders Meeting promptly upon the resolution of all such comments and requests or at such other time agreed to by the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Lawhereto.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, each of Vowel, Consonant and Holdco shall cooperate in preparing the Registration Statement and Holdco shall cause the Registration Statement to be filed with the SEC upon approval thereof by Vowel and Consonant, such approval not to be unreasonably withheld, delayed or conditioned. The Proxy Statement/Prospectus will be included in the Registration Statement as a prospectus and will constitute a part of the Registration Statement. Subject to Section 5.3(c), the Proxy Statement/Prospectus shall contain the Vowel Recommendation. Each of Wendy’sVowel, Triarc Consonant and Merger Sub Holdco shall use commercially reasonable best efforts to take or respond to any comments of the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to cause the Proxy Statement/Prospectus in definitive form to be taken such actions mailed to Vowel’s stockholders as may be required to be taken promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each of Vowel, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws Consonant and any stock exchange requirements in connection with the Merger and Holdco will notify the other transactions contemplated by this Agreementparties, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after the receipt thereof, of any written comments, and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with advise each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide of any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of oral comments, from the SEC or its staff and of any request from by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such the other party parties with copies of all correspondence between such party it or any of its Representatives, on the one hand, and the SEC SEC, or members of its staffstaff or any other Governmental Authority, on the other hand, with respect to the Transaction SEC Filings Filings, the transactions contemplated by this Agreement or the Merger. Each shares of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect Holdco Common Stock issuable pursuant to the Transaction SEC Mergers. Vowel, Consonant and Holdco shall cooperate and provide the other Parties with a reasonable opportunity to review and comment on any amendment or supplement to the Filings prior to filing such with the SEC, and each will provide each other with a copy of all such filings made with the SEC. No amendment or supplement to any other Filing will be made by Vowel or Consonant without the prior approval of Holdco (not to be unreasonably withheld or delayed), except as required filings as promptly as practicable after receipt thereof. Each of Wendy’sby Law and then only to the extent necessary, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify without providing the other parties if the opportunity to review and comment thereon; provided, however, that Vowel, in connection with a Change of Vowel Recommendation, may amend or supplement the Filings (including by incorporation by reference) to effect such a Change of Vowel Recommendation. Holdco shall advise Consonant and Vowel promptly after it receives notice thereof, of the time when the Registration Statement has been declared effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of Holdco Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. If, at any time prior to the Wendy’s Meeting Effective Time, any information relating to the Parties, or Triarc Meeting any of their respective Subsidiaries, Affiliates, officers or directors should be discovered by the Parties which should be set forth in an amendment or supplement to the Filings so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or an event should occur occurs which is required by applicable Law to be set forth in an amendment of, or a supplement toto the Filings, the Transaction SEC Filings. In Party that discovers such case, information shall promptly notify the parties will cooperate to promptly prepare other Party and file such an amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law Law, disseminated to Vowel’s stockholders. Holdco, Consonant and will mail Vowel shall furnish Xxxxxxxxxx Xxxxxxx PC and/or XxXxxxxxx Will & Xxxxx LLP, as applicable, with executed representation letters in form and substance reasonably acceptable to such amendment or supplement counsel to Wendy’s shareholders support opinions by each of Xxxxxxxxxx Xxxxxxx PC and Triarc’s stockholders XxXxxxxxx Will & Xxxxx LLP addressed to Holdco to be filed as Exhibits 8.1 and 8.2 to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawRegistration Statement.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Actthis Agreement, the Exchange ActCompany shall prepare the Proxy Statement, any and the Company and the Buyer shall prepare the Schedule 13E-3. The Buyer and the Company shall cooperate with each other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filingsforegoing documents. In connection with The Company will use its commercially reasonable efforts to have the Merger and the Wendy’s MeetingProxy Statement, and the Triarc Meeting, Wendy’s Buyer and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Company will use their commercially reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Schedule 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereofthe Proxy Statement is cleared by the SEC. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which The Company shall have become false or misleading in any material respect. Each party will as promptly as practicable notify the Buyer of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company shall cooperate and provide the Buyer with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and the Buyer and the Company shall cooperate and provide each other parties if with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the Buyer and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Wendy’s Meeting or Triarc Meeting Closing Date, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board shareholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a1) Each Subject to the provisions of Wendy’s, Triarc this Agreement and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities ActDistribution Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the adoption of this Agreement; and (ii) the approval of the Governance Provisions as amendments to the Company's Restated Certificate of Incorporation to become effective solely upon the effectiveness of the Merger. The Company shall not propose to its stockholders the adoption of the Governance Provisions as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and UNITRIN shall cooperate with each other in the Transaction SEC Filingspreparation of the Proxy Statement and any amendment or supplement thereto, and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to notify UNITRIN of the receipt of any comments of the SEC with respect to the Proxy Statement and have the Form S-4 declared effective of any requests by the SEC under for any amendment or supplement thereto or for additional information and shall provide to UNITRIN promptly copies of all correspondence between the Securities Act SEC and thereafter the Company or any of its advisors with respect to the Proxy Statement. The Company shall give UNITRIN and its counsel appropriate advance opportunity to review and comment upon the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the SEC, and shall incorporate therein any reasonable comments UNITRIN may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use all reasonable efforts, after consultation with UNITRIN and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all the holders of the Common Stock entitled to vote at the Stockholders Meeting as promptly soon as reasonably practicable and use all reasonable efforts to keep possible following the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereonexecution hereof. Each party UNITRIN shall provide any other party with any the Company such information concerning the business and affairs of UNITRIN and Merger Sub as is reasonably required for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawProxy Statement.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Actthis Agreement, the Exchange ActCompany shall prepare the Proxy Statement, any and the Company and the Buyer shall prepare the SCHEDULE 13E-3. The Buyer and the Company shall cooperate with each other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filingsforegoing documents. In connection with The Company will use its commercially reasonable efforts to have the Merger and the Wendy’s MeetingProxy Statement, and the Triarc Meeting, Wendy’s Buyer and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Company will use their commercially reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective SCHEDULE 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Wendy’s the Company's shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereofthe Proxy Statement is cleared by the SEC. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which The Company shall have become false or misleading in any material respect. Each party will as promptly as practicable notify the Buyer of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company shall cooperate and provide the Buyer with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and the Buyer and the Company shall cooperate and provide each other parties if with a reasonable opportunity to review and comment on the draft SCHEDULE 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the Buyer and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Wendy’s Meeting or Triarc Meeting Closing Date, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the SCHEDULE 13E-3 so that the Proxy Statement or the SCHEDULE 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board shareholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger Parent and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsForm S-4, which will include the Joint Proxy Statement/Prospectus. Each of Parent and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective by the SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon (which comments shall be considered by the other party in good faith); provided, however, that prior the Company, in connection with an Adverse Recommendation Change, a Company Takeover Proposal or a Superior Proposal may amend or supplement the Joint Proxy Statement and/or Form S-4 (including by incorporation by reference) pursuant to the filing a Qualifying Amendment, and in such event, this right of the Transaction SEC Filings, the parties approval shall consult with each other party apply only with respect to such filings and shall afford each other party and its Representatives reasonable opportunity information relating to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party Parent or its Representativesbusiness, on the one hand, and the SEC financial condition or members results of its staff, on the other hand, with respect to the Transaction SEC Filings or the Mergeroperations. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.A “

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Actthis Agreement, the Exchange ActHoldings Parties shall prepare the Proxy Statement, any which shall, subject to Section 5.3(d), include the Recommendation, and the Holdings Parties and Parent shall prepare the Schedule 13E-3. Parent and the Holdings Parties shall cooperate with each other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger preparation of the foregoing documents. The Holdings Parties will use their commercially reasonable efforts to have the Proxy Statement, and Parent and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Holdings Parties will use their commercially reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Schedule 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Holdings Parties will use their commercially reasonable efforts to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings Holdings’ Unitholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Holdings Parties shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement or Schedule 13E-3. Each The Holdings Parties shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto), Triarc which comments shall be considered reasonably and Merger Sub agree in good faith by the Holdings Parties, and Parent and the Holdings Parties shall cooperate and provide each other with a reasonable opportunity to correct any information provided review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto), which comments shall be considered reasonably and in good faith by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if party, and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Holdings Parties will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Holdings Parties with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Holdings Parties to the extent that its board Unitholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawHoldings.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall jointly prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of Wendy’s, Triarc Parent and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Registration Statement declared effective under the Securities Act, Act as promptly as reasonably practicable after such filing and to keep the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filingshereby. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to The Company will cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all its stockholders as promptly soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate reservation of shares of Parent Common Stock in the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other's prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that prior the Company, in connection with a Company Change of Recommendation, may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to the filing effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Change of Recommendation and (ii) a statement of the Transaction SEC Filingsreasons of the Company Board for making such Company Change of Recommendation, and the parties right of consent set forth in this Section 5.4(a) shall consult with each other party not apply with respect to information in such filings amendment or supplement required by clauses (i) and shall afford each (ii)). Parent or the Company, as applicable, will advise the other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of comments any stop order relating thereto, the suspension of the SEC and qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement or supplements to the Transaction Registration Statement or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence any written communication between such party it or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staffstaff or any state securities commission, on the other hand, with respect to the Transaction SEC Filings Proxy Statement, the Registration Statement or the Merger. Each Subject to the other provisions set forth in this Section 5.4, each of Wendy’s, Triarc the Company and Merger Sub shall Parent will use its reasonable best efforts to resolve all respond as promptly as reasonably practicable to any comments from the SEC comments with respect to the Transaction SEC Filings Registration Statement or the Proxy Statement and to have any other required filings as promptly as practicable after receipt thereofstop order relating thereto or suspension lifted, reversed or otherwise terminated. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information is discovered by Parent or Triarc Meeting any event the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders law, disseminated to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding stockholders of the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each COVENANTS OF THE COMPANY WITH RESPECT TO PROXY STATEMENT. As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection Company shall, with the Merger and the Wendy’s Meetingassistance of Parent, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement, which shall, except to the extent provided in Section 6.3, include the text of this Agreement, the fairness opinion referred to in Section 4.26 hereof and the Company Recommendation, and Wendy’s the Company shall use its reasonable best efforts, after consultation with Parent, to respond to any comments by the SEC staff in respect of the Proxy Statement and Triarchave the Proxy Statement cleared by the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement or any amendments or supplements thereto. Subject to applicable Law, as appropriatepromptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Proxy Statement or that the Company may commence mailing the Proxy Statement, the Company shall use its reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s the shareholders of the Company. The Company agrees that (i) none of the information with respect to the Company or its Subsidiaries to be included or incorporated by reference in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and Triarc’s stockholdersat the time of the Company Meeting, all as promptly as reasonably practicable and use all reasonable efforts contain any untrue statement of a material fact or omit to keep state any material fact required to be stated therein or necessary in order to make the Form S-4 effective as long as reasonably necessary to consummate statements therein, in light of the Mergercircumstances under which they were made, not misleading; provided, however, that prior to no covenant is made by the filing of the Transaction SEC Filings, the parties shall consult with each other party Company with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law statements made or which is reasonably requested incorporated by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, reference therein with respect to the Transaction SEC Filings Parent or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings extent based on information supplied by Parent or Merger Sub or any Representative or Affiliate of Parent or Merger Sub in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein; and (ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. The letters to shareholders, notices of meeting, proxy statement and forms of proxies to be distributed to shareholders in connection with the Merger and any other schedules required filings to be filed with the SEC in connection therewith are collectively referred to herein as promptly as practicable after receipt thereof. Each the “Proxy Statement.” Any information required under the BC Act and the Company’s Memorandum of Wendy’sAssociation and Articles of Association in connection with duly calling, Triarc giving notice of, convening and Merger Sub agree to correct any information provided by it for use holding the Company Meeting shall be contained in the Transaction SEC Filings Proxy Statement, which information shall have become false or misleading be prepared by the Company in any material respectaccordance with the BC Act and the Company’s Memorandum of Association and Articles of Association. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Company Meeting any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should occur which is required be discovered by applicable Law to the Company that should be set forth in an amendment ofor supplement to the Proxy Statement so that such documents would not include any misstatement of a material fact or omit any material fact necessary to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading, the Transaction SEC Filings. In such case, the parties will cooperate to Company shall promptly prepare inform Parent and shall file such amendment or supplement with the SEC to the extent and, if required by applicable Law and will Law, the Company shall mail such amendment or supplement to Wendythe Company’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereonshareholders. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines Any expenses incurred in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent connection with the directors’ exercise printing, filing and mailing of their fiduciary obligations to its shareholders the Proxy Statement (or stockholdersincluding applicable SEC filing fees) under applicable Lawshall be paid by the Company.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger Hyde Park and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall cause Parent to prepare and file with the SEC the Transaction SEC FilingsForm S-4, which will include the Joint Proxy Statement/Prospectus. Each of Hyde Park and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; providedMergers and the other transactions contemplated hereby, howeverwhich shall include their respective reasonable best efforts to cause to be delivered to each other consents from their respective independent auditors, that prior in form reasonably satisfactory to the recipient and customary in scope and substance for consents delivered by independent public accountants in connection with registration statements on Form S-4 under the Securities Act. Each of Hyde Park and the Company will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders and unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Hyde Park and the Company shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Mergers, and Hyde Park and the Company shall furnish all information concerning themselves and their respective stockholders and unitholders as may be reasonably requested in connection with any such action. No filing of the Transaction SEC Filingsof, or amendment or supplement to, the parties Form S-4 or the Joint Proxy Statement/Prospectus will be made by Parent without the prior consent of Hyde Park and the Company (which, in either case, shall consult with each not be unreasonably withheld, conditioned or delayed) and without providing the other party with respect to such filings and shall afford each other party and its Representatives a reasonable opportunity to review and comment thereon. Each party shall provide any Hyde Park or the Company, as applicable, will advise the other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of comments any stop order, the suspension of the SEC and qualification of the shares of Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Joint Proxy Statement/Prospectus or supplements to the Transaction Form S-4 or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Mergerany state securities commission. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Times any information relating to Hyde Park or Triarc Meeting the Company, or any event of their respective affiliates, officers or directors, is discovered by Hyde Park or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders law, disseminated to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement stockholders of Hyde Park and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify unitholders of the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each of Wendy’sThe Company, Triarc Parent and Merger Sub Trust shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws promptly prepare and any stock exchange requirements in connection file with the Merger SEC the Joint Proxy Statement and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Parent Companies shall prepare and file with the SEC the Transaction SEC FilingsRegistration Statement, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to in which the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Joint Proxy Statement to will be mailed to Wendy’s shareholders included as a prospectus. Each of Parent, Trust and Triarc’s stockholders, all as promptly as reasonably practicable and the Company shall use all reasonable efforts to keep have the Form S-4 Registration Statement declared effective as long as reasonably necessary to consummate under the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings Securities Act as promptly as practicable after receipt thereofsuch filing. As promptly as practicable after the Registration Statement shall have become effective, each of Parent, Trust and the Company shall mail the Joint Proxy Statement to its respective stockholders or shareholders. Parent and Trust shall also take any 25 30 action (other than qualifying to do business in any jurisdiction in which they are currently not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Paired Shares in the Merger and upon the exercise of the Substitute Options (as defined in Section 5.8), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action, including information relating to the number of Paired Shares required to be registered. (b) Each party hereto agrees, subject to applicable laws relating to the exchange of information, promptly to furnish the other parties hereto with copies of written communications (and memoranda setting forth the substance of all oral communications) received by such party, or any of its subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof), from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (c) Each of the Company, Parent and Trust will promptly, and in any event within fifteen business days after execution and delivery of this Agreement, make all filings or submissions as are required under the HSR Act. Each of Wendy’sthe Company, Triarc Parent and Merger Sub agree Trust will promptly furnish to correct the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any information provided by it for use in filing or submissions necessary under the Transaction SEC Filings which shall have become false or misleading in any material respectHSR Act. Each party Without limiting the generality of the foregoing, each of the Company, Parent and Trust will promptly notify the other parties if at of the receipt and content of any time prior to the Wendy’s Meeting inquiries or Triarc Meeting requests for additional information made by any event should occur which is required by applicable Law to be set forth Governmental Entity in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law connection therewith and will mail promptly (i) comply with any such amendment inquiry or supplement request and (ii) provide the other with a description of the information provided to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party any Governmental Entity with respect to any such amendment inquiry or supplement request. In addition, each of the Company, Parent and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify Trust will keep the other parties apprised of the status of any matters to the extent that its board of directors such inquiry or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.request. Section 5.3

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’sthis Agreement, Triarc the Company shall prepare the Proxy Statement, and Merger Sub the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing documents. The Company will use its reasonable best efforts to take or cause to be taken such actions as may be required to be taken under have the Securities ActProxy Statement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger Parent and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Company will use their reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Schedule 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto), Triarc and Merger Sub agree Parent and the Company shall cooperate and provide each other with a reasonable opportunity to correct any review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information provided by it for use in and replies to comments of the Transaction SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC Filings which shall have become false or misleading in any material respectwith respect thereto. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each Unless either (i) the Company has entered into an Acquisition Agreement or (ii) a Company Adverse Recommendation Change shall have occurred and such Company Adverse Recommendation Change is still in effect, then (x) as promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including but in connection with preparation and delivery of no event later than 15 days hereafter, the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement relating to the Merger and the other Transactions, and Wendy’s and Triarc, as appropriate, (y) the Company shall use its reasonable best efforts to respond to the any comments of the SEC and have to cause the Form S-4 declared effective Proxy Statement to be cleared by the SEC under as promptly as possible and (z) the Securities Act and thereafter to Company shall cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable practicable, but in no event later than five (5) days after the Proxy Statement is cleared by the SEC. Parent and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party Merger Sub shall provide any other party the Company with any information for inclusion in the Transaction SEC Filings Proxy Statement which may be required under applicable Law or and/or which is reasonably requested by each other partythe Company. Each party The Company shall promptly notify each other party Parent or Merger Sub of the receipt of comments of from the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement or for additional information, and will promptly supply to such other party Parent or Merger Sub with copies of all correspondence between such party the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement, the Company will promptly inform Parent or Merger Sub. In such case, the parties Company, with the cooperation of Parent and Merger Sub, will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendythe Company’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided. Notwithstanding the foregoing, however, that prior to such filing, each party shall consult with each other party with respect to such filing or mailing the preliminary or definitive Proxy Statement (or any amendment or supplement thereto) or responding to the comments of the SEC with respect thereto, the Company shall (i) consult with Parent and shall Merger Sub, (ii) afford each such party and its Parent, Merger Sub or their Representatives a reasonable opportunity to review and comment thereon. Notwithstanding the forgoingon such document or response, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors and (iii) include in such document or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Lawresponse all reasonable comments proposed by Parent.

Filings; Other Actions. (a) Each As promptly as practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Parent shall prepare and file with the SEC a proxy statement on Schedule 14A to authorize the Transaction SEC Filings, amendment of the Parent’s Articles of Incorporation to increase its authorized shares in an amount necessary to pay the Merger Consideration and Wendy’s to approve the Merger (the “Proxy Statement”). The Company and Triarc, as appropriate, Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. Each of Parent and the Company shall use reasonable best efforts to respond make such additional federal, state and foreign filings as may be necessary to comply with any registration requirement, or available exemption or exemptions from registration, governing the issuance of Parent Common Stock to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to Company’s Shareholders. Parent will cause the Proxy Statement to be mailed to Wendy’s shareholders and TriarcParent’s stockholders, all as promptly as reasonably practicable practicable. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and use reservation of shares of Parent Common Stock in the Merger and the conversion of Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all reasonable efforts to keep information concerning the Form S-4 effective Company and the holders of Company Common Stock as long as may be reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party requested in connection with any information for inclusion in such action. Parent will advise the Transaction SEC Filings which may be required under applicable Law Company promptly after it receives written notice or which is reasonably requested any oral or written request by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments amendment of the Proxy Statement or supplements to comments thereon and responses thereto or requests by the Transaction SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on any written communication from the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the MergerSEC. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to Parent or Triarc Meeting the Company, or any event of their respective affiliates, officers or directors, is discovered by Parent or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party which discovers such case, information shall promptly notify the parties will cooperate to promptly prepare other party and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC SEC, after the other party has had a reasonable opportunity to the extent required by applicable Law review and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders comment thereon, and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters disseminated to the extent that its board respective stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with Parent and the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts Unless this Agreement has been terminated pursuant to take or cause to be taken such actions as may be required to be taken under the Securities ActSection 5.1, the Exchange ActCompany shall call a meeting of its stockholders, any other federal securities Lawsas promptly as practicable following the Closing, any applicable state securities or to vote on proposals (collectively, the “blue sky” Laws Stockholder Proposals”) to (1) approve the conversion of (A) the Series F Convertible Preferred Stock into Voting Common Stock and any stock exchange requirements in connection with the Merger (B) Purchaser Non-Voting Shares and the other transactions contemplated by this Agreement, including in connection with preparation and delivery Indemnity Shares into Voting Common Stock for purposes of Rule 5635 of the Transaction SEC FilingsNasdaq Stock Market Rules, (2) approve the amendment to the Articles of Incorporation to (x) authorize a number of shares of Non-Voting Common Stock sufficient to permit the full conversion of the Series G Convertible Preferred Stock into, Non-Voting Common Stock and the issuance of the Indemnity Shares, and (y) increase the number of authorized shares of Voting Common Stock to at least such number as shall be sufficient to permit the full conversion of each of the Series F Convertible Preferred Stock, the Purchaser Non-Voting Shares and the Indemnity Shares (clauses (x) and (y), collectively, the “Charter Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Merger Company shall promptly prepare (and Purchaser will reasonably cooperate with the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare Company to prepare) and file (but in no event more than ten business days after the Closing Date) with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriatea preliminary proxy statement, shall use its reasonable best efforts to respond to the any comments of the SEC or its staff and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement a definitive proxy statement related to such stockholders’ meeting to be mailed to Wendythe Company’s shareholders and Triarc’s stockholdersstockholders not more than five business days after clearance thereof by the SEC, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and use its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect solicit proxies for such stockholder approval. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Transaction SEC Filings and any other required filings proxy statement, the Company shall as promptly as practicable after receipt thereofprepare and mail to its stockholders such an amendment or supplement. Each of Wendy’s, Triarc Purchaser and Merger Sub agree the Company agrees promptly to correct any information provided by it or on its behalf for use in the Transaction SEC Filings which proxy statement if and to the extent that such information shall have become false or misleading in any material respect. Each party will , and the Company shall as promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly as practicable prepare and file such mail to its stockholders an amendment or supplement with the SEC to correct such information to the extent required by applicable Law laws and will mail regulations. The recommendation made by the Board of Directors described in this Section 3.1(a) shall be included in the proxy statement filed in connection with obtaining such amendment or supplement stockholder approval. In the event that the approval of any of the Stockholder Proposals is not obtained at such special stockholders meeting, the Company shall include a proposal to Wendy’s shareholders approve (and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party Board of Directors shall consult with each other party with respect to such amendment or supplement and shall afford unanimously recommend approval of) each such party and proposal at a meeting of its Representatives reasonable opportunity to comment thereon. Notwithstanding stockholders no less than once in each subsequent six-month period beginning on the forgoing, no party shall have any obligation to notify the other parties date of any matters to the extent that its board of directors such special stockholders meeting until all such approvals are obtained or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Lawmade.

Filings; Other Actions. (a) Each of Wendy’s, Triarc and Merger Sub shall The Company will use its reasonable best efforts promptly to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Proxy Statement- Prospectus. (b) The Company will use its reasonable best efforts (i) promptly to prepare and file with the SEC the VRM Registration Statement in connection with the distribution of VRM Common Stock and associated VRM Rights in the Distribution, and (ii) to cause the Proxy Statement-Prospectus to be mailed to the Company's stockholders as promptly as practicable after the Proxy Statement-Prospectus has been cleared by the SEC. (c) Acquiror will use its reasonable best efforts promptly to prepare and file with the SEC the Acquiror Form S-4. (d) None of the Registration Statements or the Proxy Statement-Prospectus shall be filed with the SEC, and, prior to termination of this Agreement, no amendment or supplement thereto shall be filed with the SEC, by the Company or Acquiror without giving the other and its counsel a reasonable opportunity to review and comment on such filings prior to the filing thereof. Each of the Company and Acquiror agrees to use its reasonable best efforts, after consultation with the other party, to respond promptly to the any comments of the SEC and have the Form S-4 declared effective made by the SEC with respect to all of its filings referred to in clauses (a), (b) and (c) above, including the preparation and filing of any amendments or supplements thereto, and to have all such filings declared effective under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholdersExchange Act, all as promptly as reasonably practicable and use all reasonable efforts to keep applicable, or cleared by the Form S-4 effective as long as reasonably necessary to consummate the Merger; providedSEC, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with in each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings case as promptly as practicable after receipt the filing thereof. Each of Wendy’sthe Company and Acquiror will, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party Company will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement cause VRM to, the Transaction SEC Filings. In such case, the parties will cooperate use its reasonable best efforts to promptly prepare obtain all necessary state securities law or "Blue Sky" permits and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.approvals A-30

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Actthis Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws Company shall prepare the preliminary Proxy Statement. Parent and any stock exchange requirements Purchaser shall cooperate with the Company in the preparation of the Proxy Statement and furnish all information concerning Parent and Purchaser that is required in connection with the Merger preparation of the Proxy Statement. The Company shall provide Parent and Purchaser and their respective advisors with a reasonable opportunity to review the other Proxy Statement and any amendment or supplement thereto, the Proxy Forms and any documents to be circulated to the holders of Company Options or Company RSU Awards in connection with the transactions contemplated by this AgreementAgreement (together the “Key Acquisition Documents”) (and shall consider in good faith such comments reasonably proposed by Parent and Purchaser for inclusion therein) prior to its filing. No filing of, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meetingor amendment or supplement to, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to shall be mailed to Wendymade by the Company without the prior review and input by Parent and Purchaser and the Company shall consider Parent’s shareholders and TriarcPurchaser’s stockholders, all as comments in good faith. As promptly as reasonably practicable (and use all reasonable efforts to keep in any event within five (5) Business Days) after the Form S-4 effective No-Shop Period Start Date (or such earlier date as long as reasonably necessary to consummate the Merger; providedCompany determines in its sole discretion), however, that prior subject to the filing receipt from Parent and Purchaser of the Transaction SEC Filingsinformation described in the preceding sentence of this paragraph (a), the parties Company shall consult file the preliminary Proxy Statement with each other party with respect the SEC. The Company shall respond promptly to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereonany comments from the SEC or the staff of the SEC. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party The Company shall notify each other party Parent promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement or for additional information, information and will promptly shall supply to such other party Parent with copies of all correspondence between such party or the Company and any of its Representatives, on the one hand, and the SEC or members the staff of its staffthe SEC, on the other hand, with respect to the Transaction SEC Filings Proxy Statement or the Mergertransactions contemplated by this Agreement. Each The Company shall ensure that (i) the Key Acquisition Documents will not, on the date it is first mailed to Company’s shareholders and/or holders of Wendy’soptions or RSUs (as applicable) and at the time of the Company Shareholders’ Meeting, Triarc and Merger Sub shall use reasonable best efforts include any untrue statement of a material fact or omit to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in state any material respectfact to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement complies in all material respects with the requirements of the Exchange Act and the Companies Act. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Court Meeting or Triarc the Company Shareholders’ Meeting (or any event adjournment or postponement thereof) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should occur which is required by applicable Law to be set forth in an amendment ofor supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders and, to the extent required by applicable Law; provided, however, that prior disseminated to such filing, each party the shareholders of the Company. The Company shall consult with each other party cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the later of (i) the resolution of all comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (such amendment or supplement date, the “Proxy Clearance Date”) and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding (ii) receipt of an order of the forgoing, no party Court that the Company shall have any obligation permission to notify convene the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCourt Meeting.

Filings; Other Actions. (a) Each of Wendy’sThe Company, Triarc Parent and Merger Sub shall each use all reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, Act and any other federal securities Laws, and under any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation the Proxy Statement and delivery of the Transaction SEC FilingsSchedule 13E-3. In connection with the Merger and the Wendy’s Company Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall use commercially reasonable efforts to prepare and file with the SEC the Transaction SEC Filings, Proxy Statement and Wendy’s the Company and Triarc, as appropriate, Parent shall use commercially reasonable best efforts to prepare and file the Schedule 13E-3 relating to the Merger and the other transactions contemplated by this Agreement in preliminary form as required by the Exchange Act as promptly as reasonably practicable and with the intent of filing the Schedule 13E-3 and Proxy Statement with the SEC no later than the fifteenth (15) business day following the date hereof, subject to the Company receiving all necessary information from Parent, its affiliates and other third parties required to be provided in the Schedule 13E-3. The Company and Parent shall use all reasonable efforts to respond to the comments of the SEC or its staff and to have the Form S-4 declared effective Proxy Statement cleared by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarcthe Company’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Mergerpracticable; provided, however, that prior to the filing of the Transaction SEC FilingsProxy Statement and the Schedule 13E-3, the parties Company shall consult with each other party Parent with respect to such filings and shall afford each other party and Parent or its Representatives reasonable opportunity to comment thereon. Each party Parent and Merger Sub shall provide any other party the Company with any information for inclusion in the Transaction SEC Filings Proxy Statement and the Schedule 13E-3 which may be required under applicable Law or which is reasonably requested by each other partythe Company. Each party The Company shall notify each other party Parent of the receipt of comments of the SEC or its staff and of any request from the SEC or its staff for amendments or supplements to the Transaction SEC Filings Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly supply to such other party Parent with copies of all correspondence between such party the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement, the Schedule 13E-3 or the Merger. Each of Wendy’sthe Company, Triarc Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings Proxy Statement and the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’sthe Company, Triarc Parent and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings Proxy Statement which shall have become false or misleading in any material respectmisleading. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement or the Schedule 13E-3, the party that discovers such information will promptly inform the other parties hereto. In such case, the parties will cooperate to Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will shall mail such amendment or supplement to Wendy’s shareholders and Triarcthe Company’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party the Company shall consult with each other party Parent with respect to such amendment or supplement and shall afford each such party and Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) Each If the Short Form Merger is not available in accordance with Section 1.12 of Wendy’sthis Agreement and the Company Stockholder Approval is required under the DGCL, Triarc as promptly as reasonably practicable following the consummation or expiration of the Offer and Merger Sub shall use reasonable best efforts the Company becoming current with respect to take or cause to be taken such actions as may be the filing of all outstanding periodic reports required to be taken under filed with the Securities ActSEC or having received a waiver from the SEC with respect thereto, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement, which shall, subject to Section 4.3, include the Recommendation, and Wendy’s and Triarc, as appropriate, shall use its commercially reasonable best efforts to respond to the any comments of the SEC and have the Form S-4 declared effective by the SEC under staff in respect of the Securities Act Proxy Statement. Parent and thereafter Merger Sub shall, and Parent shall cause Merger Sub to, provide to the Company such information as the Company may reasonably request for inclusion in the Proxy Statement. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto). The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each of Wendy’sCompany, Triarc Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of . Without limiting the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarcforegoing, as appropriatepromptly as practicable after the date of this Agreement, the parties hereto shall prepare and file cause to be filed with the SEC the Transaction SEC FilingsProxy Statement and the Form S-4 Registration Statement, in which the Proxy Statement will be included as a prospectus; provided , however , that prior to the filing of the Proxy Statement and Wendy’s the Form S-4 Registration Statement, Parent shall consult with Company with respect to such filings and Triarc, as appropriate, shall afford Company and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to WendyParent’s shareholders stockholders, if required, and TriarcCompany’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep after the date on which the Form S-4 Registration Statement is declared effective as long as reasonably necessary to consummate under the Merger; provided, however, that prior to Securities Act (the filing “ S-4 Effective Date ”). Table of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party Contents -20- Company shall provide any other party Parent with any information for inclusion in the Transaction SEC Filings which Proxy Statement and the Form S-4 Registration Statement that may be required under applicable Law or which that is reasonably requested by each other partyParent. Each party Parent shall notify each other party Company of the receipt of comments of from the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement or for additional information, and will promptly supply to such other party Company copies of all correspondence between such party Parent or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement or the Merger. Each of Wendy’sCompany, Triarc Parent and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’sCompany, Triarc Parent and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings Proxy Statement or the Form S-4 Registration Statement, which shall have become false or misleading in any material respect. Each party Company will promptly notify the other parties Parent if at any time prior to the Wendy’s Meeting or Triarc Parent Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement or the Form S-4 Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to WendyParent’s shareholders and TriarcCompany’s stockholders to the extent required by applicable Law; providedprovided , howeverhowever , that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) stockholders under applicable Law.

Filings; Other Actions. (a) Each of Wendy’s, Triarc Jefferies and Merger Sub Leucadia shall use commercially reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this AgreementTransactions, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger First Merger, the Second Merger, the Jefferies Meeting and the Wendy’s Leucadia Meeting, Jefferies and the Triarc Meeting, Wendy’s and TriarcLeucadia, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s Jefferies and TriarcLeucadia, as appropriate, shall use commercially reasonable best efforts to respond to the comments of the SEC and have the Form S-4 S–4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders Jefferies’ stockholders and TriarcLeucadia’s stockholders, all as promptly as reasonably practicable and use all commercially reasonable efforts to keep the Form S-4 S–4 effective as long as reasonably necessary to consummate the MergerTransactions; provided, however, that prior to the filing of the Transaction SEC Filings, the parties each party shall consult with each the other party with respect to such filings and shall afford each the other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any the other party with any information for inclusion in the Transaction SEC Filings which that may be required under applicable Law or which that is reasonably requested by each other party. Each party shall notify each the other party of the receipt of comments of from the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such the other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the MergerTransactions. Each of Wendy’s, Triarc Jefferies and Merger Sub Leucadia shall use commercially reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc Jefferies and Merger Sub Leucadia agree to correct any information provided by it for use in the Transaction SEC Filings which that shall have become false or misleading in any material respect. Each party will promptly notify the other parties party if at any time prior to the Wendy’s Jefferies Meeting or Triarc Leucadia Meeting any event should occur which that is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders Jefferies’ stockholders and TriarcLeucadia’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) their respective stockholders under applicable Law.

Filings; Other Actions. (a) Each of Wendy’sThe Company, Triarc Parent and Merger Sub shall each use all reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, Act any other federal securities Laws, and under any applicable state or foreign securities or “"blue sky” " Laws and any stock exchange requirements or rules of the ISA or TASE in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC FilingsProxy Statement. In connection with the Merger and the Wendy’s Company Meeting, Parent and the Company shall prepare, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC SEC, as soon as practicable, the Transaction SEC FilingsProxy Statement relating to the Merger and the other transactions contemplated by this Agreement, and Wendy’s the Company and Triarc, as appropriate, Parent shall use all reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s the Company's stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Mergerpracticable; provided, however, that prior to the filing of the Transaction SEC FilingsProxy Statement (or any amendment thereto or any response to comments of the SEC), the parties Company shall consult with each other party Parent with respect to such filings and shall afford each other party and Parent or its Representatives reasonable opportunity to comment thereon. Each party Parent and Merger Sub shall provide any other party the Company with any information for inclusion in the Transaction SEC Filings Proxy Statement which may be required under applicable Law or and/or which is reasonably requested by each other partythe Company. Each party The Company shall notify each other party Parent promptly of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement or for additional information, and will promptly supply to such other party Parent with copies of all correspondence between such party the Company or its Representatives, on the one hand, and the SEC or members of its their respective staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement, the Company will promptly inform Parent. In such case, the parties will cooperate to Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will shall mail such amendment or supplement to Wendy’s the Company's shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party the Company shall consult with each other party Parent with respect to such amendment or supplement and shall afford each such party and Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.38

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’sthis Agreement, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Actbut in no event later than 10 business days hereafter, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws Company shall prepare and any stock exchange requirements in connection file with the SEC the Proxy Statement relating to the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, Company shall use its reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Mergerpracticable; provided, however, that prior to the filing of the Transaction SEC FilingsProxy Statement, the parties Company shall consult with each other party Parent and Merger Sub with respect to such filings and filing, shall afford each other party Parent and its Merger Sub or their Representatives reasonable opportunity to review and comment thereonthereon and shall include in such document all reasonable comments proposed by Parent, Merger Sub or their Representatives. Each party Parent and Merger Sub shall provide any other party the Company with any information for inclusion in the Transaction SEC Filings Proxy Statement which may be required under applicable Law or and/or which is reasonably requested by each other partythe Company. Each party The Company shall promptly notify each other party Parent or Merger Sub of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement or for additional information, and will promptly supply to such other party Parent or Merger Sub with copies of all correspondence between such party the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement, the Company will promptly inform Parent or Merger Sub. In such case, the parties Company, with the cooperation of Parent and Merger Sub, will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendythe Company’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party the Company shall consult with each other party Parent and Merger Sub with respect to such amendment or supplement and supplement, shall afford each such party and its Parent, Merger Sub or their Representatives reasonable opportunity to review and comment thereon. Notwithstanding the forgoingthereon and shall include in such document all reasonable comments proposed by Parent, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors Merger Sub or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawRepresentatives.

Filings; Other Actions. (a) Each of Wendy’sCompany, Triarc Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of . Without limiting the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarcforegoing, as appropriatepromptly as practicable after the date of this Agreement, the parties hereto shall prepare and file cause to be filed with the SEC the Transaction SEC FilingsProxy Statement and the Form S-4 Registration Statement, in which the Proxy Statement will be included as a prospectus; provided , however , that prior to the filing of the Proxy Statement and Wendy’s the Form S-4 Registration Statement, Parent shall consult with Company with respect to such filings and Triarc, as appropriate, shall afford Company and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to WendyParent’s shareholders stockholders, if required, and TriarcCompany’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep after the date on which the Form S-4 Registration Statement is declared effective as long as reasonably necessary to consummate under the Merger; provided, however, that prior to Securities Act (the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon“ S-4 Effective Date ”). Each party Company shall provide any other party Parent with any information for inclusion in the Transaction SEC Filings which Proxy Statement and the Form S-4 Registration Statement that may be required under applicable Law or which that is reasonably requested by each other partyParent. Each party Parent shall notify each other party Company of the receipt of comments of from the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement or for additional information, and will promptly supply to such other party Company copies of all correspondence between such party Parent or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement or the Merger. Each of Wendy’sCompany, Triarc Parent and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’sCompany, Triarc Parent and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings Proxy Statement or the Form S-4 Registration Statement, which shall have become false or misleading in any material respect. Each party Company will promptly notify the other parties Parent if at any time prior to the Wendy’s Meeting or Triarc Parent Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement or the Form S-4 Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to WendyParent’s shareholders and TriarcCompany’s stockholders to the extent required by applicable Law; providedprovided , howeverhowever , that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) stockholders under applicable Law.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’sthis Agreement, Triarc the Company shall prepare the Proxy Statement, and Merger Sub the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing documents. The Company will use its reasonable best efforts to take or cause to be taken such actions as may be required to be taken under have the Securities ActProxy Statement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger Parent and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Company will use their reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Schedule 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendy’s the Company's shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto), Triarc and Merger Sub agree Parent and the Company shall cooperate and provide each other with a reasonable opportunity to correct any review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information provided by it for use in and replies to comments of the Transaction SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC Filings which shall have become false or misleading in any material respectwith respect thereto. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board shareholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’sthis Agreement, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Actbut in no event later than fifteen (15) business days hereafter, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws Company shall prepare and any stock exchange requirements in connection file with the SEC the Proxy Statement relating to the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, Company shall use its reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Mergerpracticable; provided, however, that prior to the filing of the Transaction SEC FilingsProxy Statement, the parties Company shall consult with each other party Parent with respect to such filings filing and shall afford each other party and Parent or its Representatives reasonable opportunity to review and comment thereon. Each party Parent and Merger Sub shall provide any other party the Company with any information for inclusion in the Transaction SEC Filings Proxy Statement which may be required under applicable Law or and/or which is reasonably requested by each other partythe Company. Each party The Company shall promptly notify each other party Parent of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement or for additional information, and will promptly supply to such other party Parent with copies of all correspondence between such party the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement, the Company will promptly inform Parent. In such case, the parties Company, with the cooperation of Parent, will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendythe Company’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party the Company 38 shall consult with each other party Parent with respect to such amendment or supplement and shall afford each such party and Parent or its Representatives reasonable opportunity to review and comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) Each of Wendy’sTheraclone, Triarc PharmAthene and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of . Without limiting the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarcforegoing, as appropriatepromptly as practicable after the date of this Agreement, the parties hereto shall prepare and file cause to be filed with the SEC the Transaction SEC Filings, Proxy Statement and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause Registration Statement, in which the Proxy Statement to will be mailed to Wendy’s shareholders and Triarc’s stockholders, all included as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Mergera prospectus; provided, however, that prior to the filing of the Transaction SEC FilingsProxy Statement and the Form S-4 Registration Statement, the parties PharmAthene shall consult with each other party Theraclone with respect to such filings and shall afford each other party Theraclone and its Representatives reasonable opportunity to comment thereon. Each party The parties hereto shall use reasonable best efforts to cause the Proxy Statement to be mailed to PharmAthene’s stockholders and Theraclone’s stockholders, all as promptly as reasonably practicable after the date on which the Form S-4 Registration Statement is declared effective under the Securities Act (the “S-4 Effective Date”). Theraclone shall provide any other party PharmAthene with any information for inclusion in the Transaction SEC Filings which Proxy Statement and the Form S-4 Registration Statement that may be required under applicable Law or which that is reasonably requested by each other partyPharmAthene. Each party PharmAthene shall notify each other party Theraclone of the receipt of comments of from the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement or for additional information, and will promptly supply to such other party Theraclone copies of all correspondence between such party PharmAthene or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement or the Merger. Each of Wendy’sTheraclone, Triarc PharmAthene and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings Proxy Statement, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’sTheraclone, Triarc PharmAthene and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings Proxy Statement or the Form S-4 Registration Statement, which shall have become false or misleading in any material respect. Each party Theraclone will promptly notify the other parties PharmAthene if at any time prior to the Wendy’s Meeting or Triarc PharmAthene Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC FilingsProxy Statement or the Form S-4 Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and TriarcPharmAthene’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) stockholders under applicable Law.

Filings; Other Actions. (a) Each Subject to the provisions of Wendy’s, Triarc this Agreement and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities ActDistribution Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the adoption of this Agreement; and (ii) the approval of the Governance Provisions as amendments to the Company's Restated Certificate of Incorporation to become effective solely upon the effectiveness of the Merger. The Company shall not propose to its stockholders the adoption of the Governance Provisions as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and UNITRIN shall cooperate with each other in the Transaction SEC Filingspreparation of the Proxy Statement and any amendment or supplement thereto, and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to notify UNITRIN of the receipt of any comments of the SEC with respect to the Proxy Statement and have the Form S-4 declared effective of any requests by the SEC under for any amendment or supplement thereto or for additional information and shall provide to UNITRIN promptly copies of all correspondence between the Securities Act SEC and thereafter the Company or any of its advisors with respect to the Proxy Statement. The Company shall give UNITRIN and its counsel appropriate advance opportunity to review and comment upon the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the SEC, and shall incorporate therein any reasonable comments UNITRIN may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use all reasonable efforts, after consultation with UNITRIN and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all the holders of the Common Stock entitled to vote at the Stockholders Meeting as promptly soon as reasonably practicable and use all reasonable efforts to keep possible following the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereonexecution hereof. Each party UNITRIN shall provide any other party with any the Company such information concerning the business and affairs of UNITRIN and Merger Sub as is reasonably required for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawProxy Statement.

Filings; Other Actions. (a) Each As soon as reasonably practicable following the execution of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement, the Company shall permit Parent reasonable opportunity to review the Proxy Statement (including any amendments or supplements thereto) and Wendy’s Parent and Triarc, as appropriate, the Company shall cooperate with each other in connection with the preparation of the Proxy Statement. The Company will use its commercially reasonable best efforts to have the Proxy Statement amended to respond to the any comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly soon as reasonably practicable and use all reasonable efforts to keep after the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing resolution of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereoncomments. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party The Company shall notify each other party of the Parent promptly upon receipt of any comments of the SEC and of any request from the SEC or any other government officials for amendments or supplements to the Transaction SEC Filings or for additional informationProxy Statement, and will promptly shall supply to such other party Parent with copies of all correspondence between such party the Company or any of its Representativesofficials, on the one hand, and the SEC or members of its staffany other government officials, on the other hand, with respect to the Transaction SEC Filings or Proxy Statement and shall consider in good faith the Mergerviews of Parent in connection with such correspondence and the Proxy Statement. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts The Company will cause the Proxy Statement to resolve all SEC comments with respect be mailed to the Transaction SEC Filings and any other required filings as Company’s stockholders promptly as practicable after receipt thereofthe Proxy Statement is cleared by the staff of the SEC. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the stockholders of the Company. Notwithstanding the foregoing, the Company shall afford each not file with the SEC or mail to its stockholders the Proxy Statement, any amendment thereto, any other soliciting material or any such party and its Representatives other documents without providing Parent a reasonable opportunity to review and comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Lawon such documents.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’sthis Agreement, Triarc the Company shall prepare and Merger Sub file a preliminary Proxy Statement with the SEC (and the Company shall use reasonable best efforts to take or cause such filing to be taken such actions as may be required to be taken under made within twenty (20) Business Days of the Securities Actdate hereof). Parent shall cooperate with the Company in the preparation of the Proxy Statement, and the Exchange Actparties shall furnish all information concerning it and its Affiliates (including, any other federal securities Laws, any applicable state securities or “blue sky” Laws in the case of Parent and Merger Sub) and any stock exchange requirements transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In Proxy Statement, and provide such other assistance, as may be reasonably requested in the connection with the Merger preparation, filing and distribution of the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, Proxy Statement. The parties shall use their respective reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Proxy Statement cleared by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts after such filing. The parties shall respond promptly to keep any comments from the Form S-4 effective as long as reasonably necessary to consummate SEC or the Merger; provided, however, that prior to the filing staff of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other partySEC. Each party shall notify each the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Transaction SEC Filings Proxy Statement or for additional information, information and will promptly shall supply to such the other party with copies of all correspondence between such party or and any of its Representatives, on the one hand, and the SEC or members the staff of its staffthe SEC, on the other hand, with respect to the Transaction SEC Filings Proxy Statement or the Mergertransactions contemplated by this Agreement. Each The Proxy Statement shall comply as to form in all material respects with the requirements of Wendy’sthe Exchange Act and the Securities Act. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to the Company Stockholders’ Meeting, Triarc and Merger Sub shall use reasonable best efforts or responding to resolve all any comments of the SEC comments with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Transaction SEC Filings Company Stockholders’ Meeting or response, and any other required filings as promptly as practicable after receipt thereof(ii) shall consider in good faith all comments reasonably proposed by Parent. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Company Stockholders’ Meeting (or Triarc Meeting any event adjournment or postponement thereof) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company, as applicable, that should occur which is required by applicable Law to be set forth in an amendment ofor supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed by the parties with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters disseminated to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’sthis Agreement, Triarc the Company shall prepare the Proxy Statement, and Merger Sub the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing documents. The Company will use its reasonable best efforts to take or cause to be taken such actions as may be required to be taken under have the Securities ActProxy Statement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger Parent and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Company will use their reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Schedule 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto), Triarc and Merger Sub agree Parent and the Company shall cooperate and provide each other with a reasonable opportunity to correct any review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information provided by it for use in and replies to comments of the Transaction SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC Filings which shall have become false or misleading in any material respectwith respect thereto. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board shareholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each As promptly as practicable following the date of Wendy’sthis Agreement, Triarc the Company shall prepare the Proxy Statement, and Merger Sub the Company and Parent shall prepare the Schedule 13E-3. Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing documents. The Company will use its reasonable best efforts to take or cause to be taken such actions as may be required to be taken under have the Securities ActProxy Statement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger Parent and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall Company will use their reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Schedule 13E-3, cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto), Triarc and Merger Sub agree Parent and the Company shall cooperate and provide each other with a reasonable opportunity to correct any review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information provided by it for use in and replies to comments of the Transaction SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC Filings which shall have become false or misleading in any material respectwith respect thereto. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each If the approval of Wendy’sthis Agreement or any of the transactions contemplated herein, Triarc and Merger Sub shall use reasonable best efforts including without limitation consummation of the Merger, by the Company’s stockholders is required under applicable Law in order to take or cause to be taken such actions consummate the transactions contemplated herein, as may be required to be taken under promptly as practicable following the Securities ActOffer Closing, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement, and Wendy’s Parent and Triarc, as appropriate, the Company shall cooperate with each other in connection with the preparation of the Proxy Statement. The Company will use its reasonable best efforts to respond to have the comments Proxy Statement cleared by the staff of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings stockholders as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the staff of the SEC relating to the Proxy Statement. Each Prior to filing with the SEC, sending to the SEC or mailing to stockholders of Wendy’sthe Company (i) the Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC or responding to any comments from the SEC with respect thereto, Triarc the Company shall provide Parent with a reasonable opportunity to review and Merger Sub agree comment on such document or response, shall include in such document or response all comments reasonably proposed by Parent, and shall obtain the consent of Parent to correct any information provided by it for use in such filing or mailing, such consent not to be unreasonably withheld conditioned or delayed. The Company will provide to Parent copies of all such filings made and correspondence with the Transaction SEC Filings which shall have become false or misleading in any material respectits staff with respect thereto. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting earlier of the Effective Time and the Termination Date, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each of Wendy’sCompany and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, Triarc except to the extent provided in Section 5.2(d), the Proxy Statement shall include the recommendation of the Board of Directors of Company that Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, and in any event no later than twenty (20) days following the date of this Agreement, Company shall file with the SEC the preliminary Proxy Statement and, thereafter, shall use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as practicable; provided, however, that Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Company shall notify Parent of the receipt of any comments from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable copies of all written correspondence (and summaries of any oral comments) between Company or any Representative of Company and the SEC with respect to the Proxy Statement. Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken promptly provide Company with such actions information as may be required to be taken under included in the Securities Act, the Exchange Act, Proxy Statement or as may be reasonably required to respond to any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery comment of the Transaction SEC Filingsstaff. In connection with After all the Merger comments received from the SEC has been cleared by the SEC staff and all information required to be contained in the Wendy’s MeetingProxy Statement have been included therein by Company, and Company shall file the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file definitive Proxy Statement with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholdersdisseminated (including by electronic delivery if permitted), all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective its stockholders of record as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, record date established by the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party Board of the receipt Directors of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the MergerCompany. Each of Wendy’s, Triarc and Merger Sub the parties hereto shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as correct promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use to be used specifically in the Transaction SEC Filings which Proxy Statement, if required, that shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior respect and shall take all steps necessary to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to and have cleared by the extent required by applicable Law and will mail such SEC any amendment or supplement to Wendy’s shareholders the Proxy Statement so as to correct the same and Triarc’s to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) Each If the Short Form Merger is not available in accordance with Section 1.12 of Wendy’sthis Agreement and the Company Stockholder Approval is required under the DGCL, Triarc as promptly as reasonably practicable following the consummation or expiration of the Offer and Merger Sub shall use reasonable best efforts the Company becoming current with respect to take or cause to be taken such actions as may be the filing of all outstanding periodic reports required to be taken under filed with the Securities ActSEC or having received a waiver from the SEC with respect thereto, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement, which shall, subject to Section 4.3, include the Recommendation, and Wendy’s and Triarc, as appropriate, shall use its commercially reasonable best efforts to respond to the any comments of the SEC and have the Form S-4 declared effective by the SEC under staff in respect of the Securities Act Proxy Statement. Parent and thereafter Merger Sub shall, and Parent shall cause Merger Sub to, provide to the Company such information as the Company may reasonably request for inclusion in the Proxy Statement. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings Company's stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of Wendy’sthe Proxy Statement (including each amendment or supplement thereto). The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each of Wendy’sAs promptly as reasonably practicable following the date hereto, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, ARC shall prepare and file with the SEC the Transaction SEC Filings, Proxy Statement. ARC and Wendy’s and Triarc, as appropriate, the Buyer shall cooperate with each other in connection with the preparation of the Proxy Statement. ARC will use its reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Proxy Statement cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. ARC will use its reasonable best efforts to cause the Proxy Statement to be mailed to WendyARC’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings stockholders as promptly as practicable after receipt thereofthe Proxy Statement is cleared by the SEC. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which ARC shall have become false or misleading in any material respect. Each party will as promptly as practicable notify the other parties if Buyer of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any Party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by ARC with the SEC and disseminated by ARC to the stockholders of ARC. No filing of, or amendment or supplement to, the Proxy Statement will be made by ARC (including documents incorporated by reference therein) without providing the Buyer a reasonable opportunity to review and comment thereon; provided, however, provided that prior to such filing, each party shall consult with each other party with respect to such amendment documents that are incorporated by reference in the Proxy Statement, this right to review and comment shall apply only with respect to information relating to this Agreement or supplement and shall afford each such party and the transactions contemplated hereby or to Buyer or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawAffiliates.

Filings; Other Actions. (a) Each Subject to the provisions of Wendy’s, Triarc this Agreement and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities ActDistribution Agreement, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the Securities and Exchange Commission (the "SEC") as soon as reasonably possible following the execution hereof a proxy statement for the solicitation of proxies in favor of (i) the adoption of this Agreement, (ii) the approval of the Board Size Amendment as an amendment to the Certificate of Incorporation of the Company to become effective in the Merger at the Effective Time, (iii) the approval of the Supermajority Voting Amendment as an amendment to the Certificate of Incorporation of the Company to become effective in the Merger at the Effective Time and (iv) the approval of the Authorized Capital Amendment as an amendment to the Certificate of Incorporation of the Company to become effective in the Merger at the Effective Time (the "Proxy Statement"). The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC for mailing in definitive form as promptly as practicable after such filing. The Company and Harcourt General shall cooperate with each other in the Transaction SEC Filingspreparation of the Proxy Statement and any amendment or supplement thereto, and Wendy’s and Triarc, as appropriate, the Company shall use reasonable best efforts to respond to notify Harcourt General of the receipt of any comments of the SEC with respect to the Proxy Statement and have the Form S-4 declared effective of any requests by the SEC under for any amendment or supplement thereto or for additional information, and shall provide to Harcourt General promptly copies of all correspondence between the Securities Act SEC and thereafter the Company or any of its advisors with respect to the Proxy Statement. The Company shall give Harcourt General and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any comments Harcourt General may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use its best efforts, after consultation with Harcourt General and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all the holders of its common stock entitled to vote at the Stockholders Meetings at such time as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawHarcourt General.

Filings; Other Actions. (a) Each of Wendy’sthe Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, Triarc except to the extent provided in Section 5.3(c) or (d), the Proxy Statement shall include the recommendation of the board of directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement; provided that, subject to applicable Law, the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 30 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments from the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the Company or any Representative of the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to respond to any comments of the SEC staff as promptly as practicable; provided, however, the Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken promptly provide the Company with such actions information as may be required to be taken under included in the Securities ActProxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement have been included therein by the Company, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Company shall file the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file definitive Proxy Statement with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable and use all reasonable efforts practicable, to keep the Form S-4 effective its stockholders of record, as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, record date established by the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party board of directors of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the MergerCompany. Each of Wendy’sthe Parties shall correct promptly, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use to be used specifically in the Transaction SEC Filings which Proxy Statement, if required, that shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior respect and shall take all steps necessary to the Wendy’s Meeting or Triarc Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to and have cleared by the extent required by applicable Law and will mail such SEC any amendment or supplement to Wendy’s shareholders the Proxy Statement so as to correct the same and Triarc’s to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Filings; Other Actions. (a) Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be If the Company Stockholder Approval is required to be taken under the Securities ActDGCL, as promptly as reasonably practicable following the consummation or expiration of the Offer, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement, which shall, subject to Section 6.3, include the Recommendation and Wendy’s and Triarc, as appropriate, shall use its reasonable best efforts to respond to the any comments of the SEC and have the Form S-4 declared effective by the SEC under staff in respect of the Securities Act Proxy Statement. Subject to applicable Laws, the Company and thereafter Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Third Party in connection with the Offer, the Merger and the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings stockholders as promptly as practicable after receipt thereofthe Proxy Statement is cleared by the SEC. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which The Company shall have become false or misleading in any material respect. Each party will promptly notify Parent of the other parties if receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto). The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany as soon as practicable.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall jointly prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of Wendy’s, Triarc Parent and Merger Sub the Company shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken have the Registration Statement declared effective under the Securities Act, Act as promptly as reasonably practicable after such filing and to keep the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filingshereby. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the Transaction SEC Filings, and Wendy’s and Triarc, as appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to The Company will cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all its stockholders as promptly soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate reservation of shares of Parent Common Stock in the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that prior the Company, in connection with a Company Change of Recommendation, may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to the filing effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Change of Recommendation and (ii) a statement of the Transaction SEC Filingsreasons of the Company Board for making such Company Change of Recommendation, and the parties right of consent set forth in this Section 5.4(a) shall consult with each other party not apply with respect to information in such filings amendment or supplement required by clauses (i) and shall afford each (ii)). Parent or the Company, as applicable, will advise the other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of comments any stop order relating thereto, the suspension of the SEC and qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Proxy Statement or supplements to the Transaction Registration Statement or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence any written communication between such party it or any of its Representativesrepresentatives, on the one hand, and the SEC or members of its staffstaff or any state securities commission, on the other hand, with respect to the Transaction SEC Filings Proxy Statement, the Registration Statement or the Merger. Each Subject to the other provisions set forth in this Section 5.4, each of Wendy’s, Triarc the Company and Merger Sub shall Parent will use its reasonable best efforts to resolve all respond as promptly as reasonably practicable to any comments from the SEC comments with respect to the Transaction SEC Filings Registration Statement or the Proxy Statement and to have any other required filings as promptly as practicable after receipt thereofstop order relating thereto or suspension lifted, reversed or otherwise terminated. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information is discovered by Parent or Triarc Meeting any event the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders law, disseminated to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding stockholders of the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement in preliminary form, which shall, subject to Section 5.3(b), include the Recommendation. Parent and Wendy’s and Triarc, as appropriate, the Company shall cooperate with each other in connection with the preparation of the foregoing document. The Company will use its reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective Proxy Statement cleared by the SEC under the Securities Act and thereafter as promptly as practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendy’s shareholders the holders of Company Common Stock Agreement and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing Plan of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt thereofof any oral or written comments from the SEC relating to the Proxy Statement. Each The Company shall (i) cooperate and provide Parent with a reasonable opportunity to review and comment on the drafts of Wendy’sthe preliminary and definitive Proxy Statements (including each amendment or supplement thereto), Triarc each Company SEC Document to be filed after the date of this Agreement, and Merger Sub agree all responses to correct requests for additional information by and replies to comments of the SEC, in each case, prior to their being filed with the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC or its staff with respect thereto and (ii) consider in good faith any information provided comments reasonably proposed by it for use in the Transaction SEC Filings which shall have become false Parent or misleading in any material respectits legal counsel with respect to such documents. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board shareholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Company shall prepare and file with the SEC the Transaction SEC FilingsProxy Statement (but in any event within 20 Business Days after the date hereof), and Wendy’s Parent and Triarc, as appropriate, the Company shall cooperate with each other in connection with the preparation of the Proxy Statement. The Company will use its reasonable best efforts to respond to have the comments Proxy Statement cleared by the staff of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Wendythe Company’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep after the Form S-4 effective Proxy Statement is cleared by the staff of the SEC The Company shall as long promptly as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall practicable notify each other party Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on, (i) the draft of the Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the SEC and staff of any request from the SEC for amendments SEC, prior to filing of the Proxy Statement with or supplements sending such to the Transaction SEC Filings or for additional informationSEC, and the Company will promptly supply provide to such other party Parent copies of all such filings made and correspondence between such party or its Representatives, on the one hand, and with the SEC or members of its staff, on the other hand, staff with respect to the Transaction SEC Filings or the Mergerthereto. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Meeting Effective Time, any event information should occur be discovered by any party hereto which is required by applicable Law to should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding disseminated by the forgoing, no party shall have any obligation to notify the other parties of any matters Company to the extent that its board shareholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.

Filings; Other Actions. (a) Each COVENANTS OF THE COMPANY WITH RESPECT TO PROXY STATEMENT. As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection Company shall, with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall assistance of Parent prepare and file with the SEC the Transaction SEC FilingsProxy Statement (as defined herein), which shall, except to the extent provided in Section 5.3, include the text of this Agreement, the fairness opinion of J.P. Morgan Securities Inc. referred to in Section 3.14 hereof and xxx xxxxxxendation of the Company's Board of Directors that the Company's shareholders approve and adopt this Agreement, and Wendy’s and Triarc, as appropriate, shall use its reasonable best efforts efforts, after consultation with Parent, to respond to the any comments of the SEC and have the Form S-4 declared effective by the SEC under staff in respect of the Securities Act Proxy Statement. The Company shall provide Parent with a reasonable opportunity to review and thereafter to cause comment on the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide or any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably requested by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to thereto. The Company agrees that (i) none of the Transaction SEC Filings or for additional information, and will promptly supply to such other party copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, information with respect to the Transaction SEC Filings Company or its Subsidiaries to be included in the MergerProxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Each The letters to shareholders, notices of Wendy’smeeting, Triarc proxy statement and forms of proxies to be distributed to shareholders in connection with the Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other schedules required filings to be filed with the SEC in connection therewith are collectively referred to herein as promptly as practicable after receipt thereof. Each the "PROXY STATEMENT." Any information required under the BC Act and the Company's Memorandum and Articles of Wendy’sAssociation in connection with duly calling, Triarc giving notice of, convening and Merger Sub agree to correct any information provided by it for use holding the Company Meeting shall be contained in the Transaction SEC Filings Proxy Statement, which information shall have become false or misleading be prepared by the Company in any material respectaccordance with the BC Act and the Company's Memorandum and Articles of Association. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting or Triarc Company Meeting any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should occur which is required be discovered by applicable Law to the Company that should be set forth in an amendment of, or a supplement toto the Proxy Statement, the Transaction SEC Filings. In such case, the parties will cooperate to Company shall promptly prepare inform Parent and shall file such amendment or supplement with the SEC to the extent and, if required by applicable Law and will Law, the Company shall mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereonCompany's shareholders. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines Any expenses incurred in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent connection with the directors’ exercise printing, filing and mailing of their fiduciary obligations to its shareholders the Proxy Statement (or stockholdersincluding applicable SEC filing fees) under applicable Lawshall be paid by the Company.

Filings; Other Actions. (a) Each As promptly as reasonably practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Parent shall prepare and file with the SEC the Transaction SEC FilingsForm S-4, and Wendy’s and Triarc, as appropriate, which will include the Proxy Statement/Prospectus. Each of Parent shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the Merger; provided. Parent will cause the Proxy Statement/Prospectus to be mailed to Parent stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger. No filing of, however, that prior to the filing of the Transaction SEC Filingsor amendment or supplement to, the parties Form S-4 or the Proxy Statement/Prospectus will be made by Parent, without BRE’s prior consent (which shall consult with each not be unreasonably withheld) and without providing the other party with respect to such filings and shall afford each other party and its Representatives a reasonable opportunity to review and comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law Parent will advise BRE promptly after it receives oral or which is reasonably requested by each other party. Each party shall notify each other party written notice of the receipt time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of comments any stop order, the suspension of the SEC and qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request from by the SEC for amendments amendment of the Form S-4 or supplements to the Transaction Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on the one hand, and any written communication from the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Mergerany state securities commission. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to Parent or Triarc Meeting BRE, or any event of their respective affiliates, officers or directors, is discovered by Parent or BRE which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include a misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party that discovers such case, information shall promptly notify the other parties will cooperate to promptly prepare hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders Law, disseminated to the extent required by applicable Law; providedstockholders of Parent and BRE, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Lawas applicable.

Filings; Other Actions. (a) Each As promptly as practicable following the date of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, Parent shall prepare and file with the SEC a proxy or information statement on Schedule 14A or 14C to authorize the Transaction SEC Filingsamendment of the Parent’s Articles of Incorporation to authorized Parent Preferred Stock in an amount necessary to pay the Merger Consideration and, if necessary, to approve the Merger (the “Proxy Statement”). The Company and Wendy’s Parent shall provide the other with the opportunity to review and Triarc, as appropriate, comment on such documents prior to their filing with the SEC. Each of Parent and the Company shall use reasonable best efforts to respond make such additional federal, state and foreign filings as may be necessary to comply with any registration requirement, or available exemption or exemptions from registration, governing the issuance of Parent Common or Preferred Stock to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to Company’s Shareholders. Parent will cause the Proxy Statement to be mailed to Wendy’s shareholders and TriarcParent’s stockholders, all as promptly as reasonably practicable practicable. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and use reservation of shares of Parent Preferred and Common Stock in the Merger and the conversion of Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all reasonable efforts to keep information concerning the Form S-4 effective Company and the holders of Company Common Stock as long as may be reasonably necessary to consummate the Merger; provided, however, that prior to the filing of the Transaction SEC Filings, the parties shall consult with each other party with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party requested in connection with any information for inclusion in such action. Parent will advise the Transaction SEC Filings which may be required under applicable Law Company promptly after it receives written notice or which is reasonably requested any oral or written request by each other party. Each party shall notify each other party of the receipt of comments of the SEC and of any request from the SEC for amendments amendment of the Proxy Statement or supplements to comments thereon and responses thereto or requests by the Transaction SEC Filings or for additional information, and will promptly supply to such provide the other party with copies of all correspondence between such party or its Representatives, on any written communication from the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the MergerSEC. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if If at any time prior to the Wendy’s Meeting Effective Time any information relating to Parent or Triarc Meeting the Company, or any event of their respective affiliates, officers or directors, is discovered by Parent or the Company which should occur which is required by applicable Law to be set forth in an amendment ofor supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Transaction SEC Filings. In party which discovers such case, information shall promptly notify the parties will cooperate to promptly prepare other party and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC SEC, after the other party has had a reasonable opportunity to the extent required by applicable Law review and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders comment thereon, and, to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters disseminated to the extent that its board respective stockholders of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with Parent and the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable LawCompany.