RISK FACTORS Sample Clauses

RISK FACTORS. Investing in our securities involves risks. You should carefully consider the risk factors set forth below and the risk factors described under the heading “Risk Factors” in our Annual Report and any updates to those risk factors or new risk factors contained in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which is incorporated by reference into this prospectus, as the same may be amended, supplemented or superseded from time to time by our filings under the Exchange Act, as well as any prospectus supplement relating to a specific offering or resale. Before making any investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus or in any applicable prospectus supplement or free writing prospectus. For more information, see the section entitled “Where You Can Find More Information; Incorporation of Documents by Reference” in this prospectus. These risks could materially affect our business, results of operations or financial condition and affect the value of our securities. You could lose all or part of your investment. Additionally, the risks and uncertainties discussed in this prospectus or in any document incorporated by reference into this prospectus are not the only risks and uncertainties that we face, and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, results of operations or financial condition.

RISK FACTORS. Investing in Youku shares or Youku ADSs involves risks, some of which are related to the Merger. In considering the proposed Merger, you should carefully consider the following information about these risks, as well as the other information included in or incorporated by reference into this joint proxy statement/prospectus, including ▇▇▇▇▇'s annual report for the year ended December 31, 2011 and the extensive risk factors relating to the businesses of Youku described in the Youku annual report beginning on page 5. The business of Youku as well as its financial condition or results of operations could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to Youku or not currently deemed to be material. Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 275 and 276, respectively, for information on where you can find the documents Youku has filed with or furnished to the SEC and which are incorporated into this joint proxy statement/prospectus by reference. At the effective time of the Merger, (1) each outstanding Tudou share will be converted into the right to receive fixed consideration consisting of 7.177 Youku Class A shares, and (2) each outstanding Tudou ADS will be converted into the right to receive fixed consideration consisting of 1.595 Youku ADS; provided that the Excluded Tudou Shares shall be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefore, and the Dissenter Shares will be cancelled for the appraised or agreed value under the Cayman Companies Law. In regards to the Youku Class A share and Youku ADS portion of the Merger Consideration to be delivered to Tudou shareholders and Tudou ADS holders, respectively, under the Merger Agreement, the Share Exchange Ratio of 7.177 and the ADS Exchange Ratio of 1.595 are fixed and will not be adjusted to reflect changes in the market value of Youku ADSs. The market price of Youku ADSs may decline at any time following the completion of the Merger if, among other reasons: • the synergies expected by Youku and Tudou across a number of areas, including leveraging licensed content over a larger user base and realizing efficiencies in bandwidth management and other common expenses, are not achieved; • the effect of the Merger with ▇▇▇▇▇ on the financial results of Youku is not consistent with the expectations of financial analys...

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. We Have a Limited History of Profitability, We Are Not Currently Profitable and We Cannot Assure You That We Will Return to Profitability in the Future Fiscal 2000 was the first year in which Extreme achieved profitability in each of the four quarters. We reported a loss for each of the quarters ended March 31, 2001 and June 30, 2001, and for the fiscal year ended June 30, 2001. In the foreseeable future, we anticipate continuing to incur significant sales and marketing, product development and general and administrative expenses and, as a result, we will need to generate and sustain significantly higher revenue to return to and sustain profitability. In addition, the amortization of purchased goodwill and intangibles, and deferred compensation associated with acquisitions, will result in material charges that will reduce our profitability. Further, the impact of the current economic slowdown could result in additional one-time charges. A Number of Factors Could Cause Our Quarterly Financial Results to Be Worse Than Expected, Resulting in a Decline in Our Stock Price We plan to increase our operating expenses to expand our sales and marketing activities, broaden our customer support capabilities, develop new distribution channels, fund increased levels of research and development, and expand our operational infrastructure. We base our operating expenses on anticipated revenue trends, and a high percentage of our expenses are fixed in the short term. As a result, any delay in generating or recognizing revenue, as occurred in the quarter ended March 31, 2001, could cause our quarterly operating results to fall below the expectations of public market analysts or investors, which could cause the price of our stock to fall. We may experience a delay in generating or recognizing revenue for a number of reasons. Orders at the beginning of each quarter typically do not equal expected revenue for that quarter and are generally cancelable at any time. Accordingly, we are dependent upon obtaining orders during a quarter for shipment in that quarter to achieve our revenue objectives. In addition, the timing of product releases, purchase orders and product availability could result in a majority of our product shipments to be scheduled for the end of a quarter. Failure to ship these products by the end of a quarter may adversely affect our operating results. Our customer agreements generally allow customers to delay scheduled delivery dates or to cancel orders within s...

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, (1) an arithmetic average of the five-year NYMEX futures price as of June 30, 1999 for oil, which was approximately $18.00 per Bbl of oil, less standard industry adjustments, and (2) the NYMEX price of $2.40 per Mcf of gas, less standard industry adjustments, and - using a 12.5% discount rate. Pioneer and Pioneer USA calculated the volumes of the partnership's proved reserves as of June 30, 1999, based on a future production curve consistent with the production curve used in the reserve report of Will▇▇▇▇▇▇ ▇▇▇roleum Consultants, Inc. as of December 31, 1998. Actual production may vary from that assumed...

RISK FACTORS. The Merger Values Involve Estimates that Will Not Be Adjusted.........

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. Competition in Hong Kong from other transport providers may adversely affect MTRCL.

RISK FACTORS. An investment in the Company involves significant risk and is suitable only for investors who are capable of bearing significant risks, including the risk of loss of a substantial part or all of their investment. Careful consideration of the following risk factors provided by the Company, as well as other information in this Agreement and in the Company’s SEC Reports, is advisable prior to investing. Prospective Purchasers acknowledge and agree that they have reviewed the Company’s SEC Reports, understand the risk factors contained therein, including the risk factors and Legal Proceedings disclosure contained in the Company’s Quarterly and Annual Reports filed with the SEC, have read all sections of this Agreement, and acknowledge that they have been advised to consult their own legal and financial advisers before invest­ing in the Units. 8.1 There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. 8.2 There is doubt about our ability to continue as a going concern due to our operating history of net losses, negative working capital and insufficient cash flows, and lack of liquidity to pay our current obligations, all of which means that we may not be able to continue operations. 8.3 There is no minimum number of Units that must be sold prior to any Closing hereunder. Since there is no minimum, if only a few Units are sold, we may not have enough capital to execute our business plans, and any investment in us may be lost. As such, proceeds from this offering may not be sufficient to meet the objectives we have, or other corporate milestones that we may set. 8.4 We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock. Our Articles of Incorporation authorize our Board of Directors to determine the relative rights and preferences of preferred shares without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred ...

RISK FACTORS. The purchase of Shares is subject to a number of significant risks in the Company or businesses in which the Company operates. The following risk factors should be carefully considered. Investments in small businesses and start-up companies are often risky. Small businesses may depend heavily upon a single customer, supplier, or employee whose departure would seriously damage the Company’s profitability. The demand for the Company’s product may be seasonal or be impacted by the overall economy, or the Company could face other risks that are specific to its industry or type of business. The Company may also have difficulty competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgets. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth. The Company may need additional capital, which may not be available. The Company may require funds in excess of its existing cash resources to fund operating deficits, develop new products or services, establish, and expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable to obtain additional funding as and when it needs it and that could significantly affect the success of the Company. The Company’s management has broad discretion in how the Company use the net proceeds of an offering. The Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The Company faces significant competition and operates in a highly regulated industry. The Company operates in the areas of bio-technology products and services, which is a highly competitive industry. There is substantial competition in the industry and many of the competitors are larger companies with deeper resources than the Company. Therefore, the Company will face stiff competition as it seeks to grow and execute its business plan. In addition, the Company operates in a highly regulated industry and as a result can incur significant costs and regulatory hurdles in bringing its products to market. ...