AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 15th, 2008 • Triarc Companies Inc • Retail-eating & drinking places
AMENDED AND RESTATED VOTING AGREEMENT, dated as of August 14, 2008 (this “Agreement”), by and among Wendy’s International, Inc., an Ohio corporation (“Wendy’s”), and the parties listed on Annex I hereto (each, a “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 15th, 2008 • Triarc Companies Inc • Retail-eating & drinking places
AMENDED AND RESTATED VOTING AGREEMENT, dated as of August 14, 2008 (this “Agreement”), by and among Triarc Companies Inc., a Delaware corporation (“Triarc”), and the parties listed on Annex I hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TRIARC COMPANIES, INC.Merger Agreement • August 15th, 2008 • Triarc Companies Inc • Retail-eating & drinking places
Reference is made to the Agreement and Plan of Merger, dated as of April 23, 2008 (the “Merger Agreement”), by and among Triarc Companies, Inc., a Delaware corporation (“Triarc”), Green Merger Sub, Inc., an Ohio corporation and a direct wholly-owned subsidiary of Triarc (“Merger Sub”) and Wendy’s International, Inc., an Ohio corporation (“Wendy’s”). Capitalized terms used and not defined in this letter agreement shall have the meanings ascribed to them in the Merger Agreement.
TRIARC COMPANIES, INC. 1155 Perimeter Center West Atlanta, Georgia 30338 August 14, 2008Merger Agreement • August 15th, 2008 • Triarc Companies Inc • Retail-eating & drinking places • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of April 23, 2008 (the “Merger Agreement”), by and among Triarc Companies, Inc., a Delaware corporation (“Triarc”), Green Merger Sub, Inc., an Ohio corporation and a direct wholly owned subsidiary of Triarc (“Merger Sub”) and Wendy’s International, Inc., an Ohio corporation (“Wendy’s”) and (2) the certificate of amendment to Triarc’s certificate of incorporation (the “Charter Amendment”) that is attached as an exhibit to that certain letter agreement, dated as of August 14, 2008, by and among Triarc, Merger Sub and Wendy’s, which Charter Amendment is required to be filed with the Secretary of State of the State of Delaware and made effective prior to the Closing of the transactions contemplated by the Merger Agreement. Capitalized terms used herein but not otherwise defined shall have the meaning attributed to such terms in the Merger Agreement, in the Charter Amendment or on Exhibit A hereto.
