RISK FACTORS. An investment in our common stock involves a high degree of risk. You should carefully consider the risks described under “Risk Factors” in our most recent Annual Report on Form 10-K and all of the other information contained in this prospectus supplement and the accompanying prospectus, and incorporated by reference into this prospectus supplement and the accompanying prospectus, including our financial statements and related notes, before investing in our common stock. If any of the possible events described below or in those sections actually occur, our business, business prospects, cash flow, results of operations or financial condition could be harmed, the trading price of our common stock could decline, and you might lose all or part of your investment in our common stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our operations and results. Risks Relating to this Offering and our Common Stock Resales of our common stock in the public market during this offering by our stockholders may cause the market price of our common stock to decline. We may issue common stock from time to time in connection with this offering. This issuance from time to time of these new shares of our common stock, or our ability to issue these shares of common stock in this offering, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock. We have broad discretion in the use of the net proceeds from this offering and might not apply the proceeds in ways that enhance our operating results or increase the value of your investment. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds.” We intend to use the net proceeds, if any, from this offering to acquire complementary businesses, acquire or license products or technologies that are complementary to our own, although we have no current plans, commitments or agreements with respect to any such use of proceeds for acquisitions or licenses as of the date of this prospectus supplement, and for working capital and general corporate purposes. As a result, you will be relying upon management’s judgment with only limited information about our specific intentions for th...
RISK FACTORS. The Investor understands that such Investor’s investment in the securities being purchased by the Investor from the Company involves a high degree of risk. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the securities being purchased by the Investor from the Company. The Investor warrants that such Investor is able to bear the complete loss of such Investor’s investment in the securities being purchased by the Investor from the Company.
RISK FACTORS. In addition to the other information contained in or incorporated by reference into this joint proxy and consent solicitation statement/prospectus, including the matters addressed under the heading ‘‘Cautionary Statement Regarding Forward-Looking Statements,’’ you should carefully consider the following risk factors in deciding how to vote on or whether to consent or withhold consent to the proposals presented in this joint proxy and consent solicitation statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy and consent solicitation statement/prospectus, including in particular the risk factors associated with Era’s business contained under the heading ‘‘Risk Factors’’ in Era’s Annual Report on Form 10-K for the year ended December 31, 2019. See ‘‘Where You Can Find More Information’’. Risks Related to the Merger Because the market price of Era Common Stock will fluctuate, Xxxxxxx stockholders cannot be certain of the market value of the Per Share Merger Consideration they will receive. Upon completion of the Merger, each holder of Xxxxxxx Common Stock, other than holders of dissenting shares, shall be entitled to receive, for each share of Xxxxxxx Common Stock, a number of shares of Era Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Xxxxxxx Common Stock outstanding immediately prior to the Merger (including any shares issued as a result of the Preferred Stock Conversion, any shares underlying Xxxxxxx options or restricted stock units and certain shares of Xxxxxxx Common Stock held in reserve), plus the cash value of any fractional shares of Era Common Stock that would otherwise be payable, as described under ‘‘The Merger—Terms of the Merger’’). Any change in the market price of Era Common Stock prior to completion of the Merger will affect the value of any shares of Era Common Stock Xxxxxxx stockholders receive as consideration in the Merger. The market price of Era Common Stock has fluctuated significantly since the signing of the Merger Agreement due to the COVID-19 pandemic and a decrease in oil and natural gas prices since the execution of the Merger Agreement and may continue to fluctuate as a result of a variety of factors, including general market and economic conditions over the past month, changes in Era’s or Xxxxxxx’x respective businesses, operations and prospects, and regulatory considerations. Many of these f...
RISK FACTORS. Purchaser hereby agrees and acknowledges that it has been informed of the following: (i) there are factors relating to the subsequent transfer of any Securities acquired hereunder that could make the resale of such Securities difficult; and (ii) there is no guarantee that Purchaser will realize any gain from the purchase of the Securities. The purchase of the Securities involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect the Company’s business, operating results and financial condition. In such an event, the trading price for the Common Stock could decline substantially and Purchaser could lose all or part of its investment.
RISK FACTORS. ... 8 The Merger Values Involve Estimates that Will Not Be Adjusted............ 8 You Were Not Independently Represented in Establishing the Terms of the Mergers.............................. 9 The Interests of Pioneer, Pioneer USA and Their Directors and Officers May Differ From Your Interests........... 10 Pioneer USA Has Not Previously Offered the Partnerships for Sale to Others............................... 10 Pioneer USA Did Not Solicit Any Third- Party Offers......................... 10
RISK FACTORS. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN DETERMINING WHETHER TO VOTE TO APPROVE THE MERGER PROPOSALS. THE MERGER VALUES INVOLVE ESTIMATES THAT WILL NOT BE ADJUSTED Estimates of Proved Reserves and Future Net Revenues May Change. The calculations of the partnerships' proved reserves of crude oil, natural gas liquids and natural gas and future net revenues from those reserves included in this document are only estimates. The accuracy of any reserve estimate is a function of: - the quality of available data; - engineering and geological interpretation and judgment; - the assumptions about quantities of recoverable oil, natural gas liquids and natural gas reserves; - the assumptions about prices for crude oil, natural gas liquids and natural gas; and - the assumptions about costs to extract, transport and process, if necessary, crude oil, natural gas liquids and natural gas to their point of sale. Actual prices, production, operating expenses and quantities of recoverable oil and natural gas reserves may vary from those assumed in the estimates. The variances may be significant. Any significant variance from the assumptions used could result in the actual quantity of the partnerships' reserves and future net revenues being materially different from the estimates in the partnerships' reserve reports and in the calculation of the merger values. In addition, changes in production levels and changes in crude oil, natural gas liquids and natural gas prices after the date of the estimate may result in substantial upward or downward revisions. Assumptions about Reserves, Pricing and Costs Used in the Merger Values May Be Wrong. Pioneer and Pioneer USA based the reserve value component of the merger values on the discounted, or present value of, estimated future net revenues from the partnerships' properties using estimated reserves at June 30, 1999,
RISK FACTORS. Before purchasing any securities offered by this prospectus supplement, you should carefully consider the risk factors incorporated by reference into this prospectus supplement from our Annual Report on Form 10-K for the year ended December 31, 2017, the risks, uncertainties and additional information set forth in our SEC reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated by reference into this prospectus supplement, and any risks described in any accompanying prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation by Reference of Information Filed with the SEC.” Additional risks not presently known or that are currently deemed immaterial could also materially and adversely affect our financial condition, results of operations, business and prospects. The market price and trading volume of our common stock may be volatile following the offer and sale of shares of our common stock pursuant to this prospectus supplement. The market price of our common stock may be highly volatile and be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results or distributions; • changes in our earnings estimates or publication of research reports by securities analysts; • increased difficulty in maintaining or obtaining financing on attractive terms, or at all; • changes in interest rates; • changes in market valuations of similar companies; • changes in the regulatory environment in which our business operates; • additions or departures of key management personnel; • actions by institutional stockholders; • speculation in the press or investment community; and • general market and economic conditions. Future offerings of debt securities, which would rank senior to our common stock upon our liquidation, and future offerings of equity securities, which would dilute ...
RISK FACTORS. In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” Slack stockholders should carefully consider the following risks before deciding how to vote with respect to the merger proposal and non-binding compensation advisory proposal to be considered and voted on at the Slack special meeting, together with general investment risks and all of the other information included in, or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus also contains forward-looking statements that involve risks and uncertainties. Please read the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” The risks described below are certain material risks, although not the only risks, relating to the transactions contemplated by the merger agreement and each of Salesforce, Slack, the surviving corporation and the surviving company in relation to the mergers. The risks described below are not the only risks that Salesforce or Slack currently face or that Salesforce, the surviving corporation or the surviving company will face after the completion of the mergers. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect the business, financial condition and results of operations of Salesforce, the surviving corporation or the surviving company, or the market price of Salesforce common stock following the completion of the mergers. If any of the following risks and uncertainties develop into actual events, these events could have a material adverse effect on the business, financial condition and results of operations of Salesforce, Slack, the surviving corporation and/or the surviving company. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.
RISK FACTORS. Each Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and neither Issuer is in a position to express a view on the likelihood of any such contingency occurring. Factors which each Issuer believes may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. Each Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but an Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and neither of the Issuers represents that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular (including any documents deemed to be incorporated by reference herein) and reach their own views prior to making any investment decision. FACTORS THAT MAY AFFECT THE ISSUERS’ ABILITY TO FULFIL THEIR OBLIGATIONS UNDER THE NOTES ISSUED UNDER THE PROGRAMME Risks relating to MTRCL and its business Competition in Hong Kong from other transport providers may adversely affect MTRCL. MTRCL competes with other transport providers, principally franchised bus and public light bus operators, as well as non-franchised bus, tram and ferry operators, and taxis. MTRCL’s competitive strengths of speed, reliability and comfort may have been eroded in recent years with:
RISK FACTORS. An investment in the Fund is speculative and involves a substantial degree of risk. Investment in the Fund should be made only after consulting with independent, qualified sources of investment, legal, taxation, accounting and other advice. Please refer to the Risk Factors set out in page 33 of the Prospectus.
