Common use of Risks Related to the Offering Clause in Contracts

Risks Related to the Offering. The Conversion price of the Notes has been arbitrarily determined. The conversion price of the Secured Convertible Promissory Notes (the “Notes”) has been determined arbitrarily by the Company. It does not necessarily bear any relationship to the Company’s assets value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Shares. In addition, investors in this Offering will sustain immediate substantial dilution per share based upon net tangible book value per share. The price of our common stock may fluctuate significantly and you could lose all or part of your investment. Volatility in the market price of our common stock assuming a market develops may prevent you from being able to sell your shares at or above the price you paid for your shares in this offering. The market price of our common stock could fluctuate for various reasons, which include: • our quarterly or annual earnings or those of other companies in our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the U.S. Securities and Exchange Commission, or SEC; • changes in earnings estimates or recommendations by research analysts who may track our common stock or the stocks of other companies in our industry; • new laws or regulations or new interpretations of laws or regulations applicable to our business; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events; • litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors; and • sales of common stock by our directors, executive officers and significant stockholders. In addition, in recent months, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. Changes may occur without regard to the operating performance of these companies. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company. As a result, if you elect to convert the Notes into shares of common stock, you may lose all of your investment. There are restrictions on the transferability of the Notes and shares of common stock issuable upon conversionof the Notes. Until registered for resale, investors must bear the economic risk of an investment in the Notes for an indefinite period of time. Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act as long as such Company has been fully reporting for a period of 90 days. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability You will suffer immediate and substantial dilution as a result of this offering and may experience additional dilution in the future. If you purchase Notes in this offering, you will experience immediate and substantial dilution insofar as the public offering price will be substantially greater than the tangible book value per share of our outstanding common stock after giving effect to this offering. The exercise of outstanding options and warrants and any future equity issuances by us will result in further dilution to investors. We will have broad discretion in applying the net proceeds of this offering and may not use the proceeds in ways that will enhance the market value of our common stock. We have broad discretion in applying a significant portion of the net proceeds we will receive in this offering. As part of your investment decision, you will not be able to assess or direct how we apply these net proceeds. If we do not apply these funds effectively, we may lose significant business opportunities. Furthermore, our stock price could decline if the market does not view our use of the net proceeds from this offering favorably

Appears in 2 contracts

Samples: Subscription Agreement (Global Investor Services, Inc.), Subscription Agreement (Global Investor Services, Inc.)

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Risks Related to the Offering. The Conversion price of the Notes has been arbitrarily determined. The conversion price of the Secured Convertible Promissory Notes (the “Notes”) has been determined arbitrarily by the Company. It does not necessarily bear any relationship to the Company’s assets value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Shares. In addition, investors in this Offering will sustain immediate substantial dilution per share based upon net tangible book value per share. The price of our common stock may fluctuate significantly and you could lose all or part of your investment. Volatility in the market price of our common stock assuming a market develops has been extremely volatile and may prevent you from being able continue to sell your shares at or above the price you paid for your shares in this offeringbe volatile due to numerous circumstances beyond our control. The market price of our common stock could fluctuate for various reasonshas fluctuated, and may continue to fluctuate, widely, due to many factors, some of which are beyond our control. These factors include, without limitation: • our quarterly “short squeezes”; • comments by securities analysts or annual earnings or those of other companies third parties, including blogs, articles, message boards and social and other media; • large stockholders exiting their position in our industrycommon stock or an increase or decrease in the short interest in our common stock; • actual or anticipated fluctuations in our financial and operating results; • the public’s reaction to our press releases, our other public announcements timing and our filings allocations of new product releases including new console launches; • shifts in the timing or content of certain promotions or service offerings; • the effect of changes in tax rates in the jurisdictions in which we operate; • acquisition costs and the integration of companies we acquire or invest in; • the mix of earnings in the countries in which we operate; • the costs associated with the U.S. Securities and Exchange Commissionexit of unprofitable markets, businesses or SECstores; • changes in earnings estimates or recommendations by research analysts who may track our common stock or the stocks of other companies in our industryforeign currency exchange rates; • new laws or regulations or new interpretations negative public perception of laws or regulations applicable to our business; • changes in accounting standardsus, policies, guidance, interpretations or principles; • changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events; • litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors, or industry; and • sales of common overall general market fluctuations. Stock markets in general and our stock by our directors, executive officers and significant stockholders. In addition, price in recent months, the stock market has particular have experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. Changes may occur without regard fluctuations that have often been unrelated or disproportionate to the operating performance of these companiesthose companies and our Company. The For example, from February 4, 2024 to May 16, 2024, the closing price of our common stock on the NYSE ranged from as low as $10.01 to as high as $48.75 and daily trading volume ranged from approximately 1,731,300 to 206,979,100 shares. During such period, we did not experience any material changes in our financial condition or results of operations that would explain such price volatility or trading volume. Furthermore, since January 2021 through the date hereof, the market price of our common stock has seen extreme price fluctuations that do not appear to be based on the underlying fundamentals of our business or results of operations. Investors that purchase shares of our common stock in this offering may lose their investments if the price of our common stock subsequently declines. These broad market fluctuations may adversely affect the trading price of our common stock. In particular, a large proportion of our common stock has been and may continue to be traded by short sellers which has put and may continue to put pressure on the supply and demand for our common stock, further influencing volatility in its market price. These and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent our stockholders from readily selling their shares of our common stock and may otherwise negatively affect the liquidity of our common stock. A “short squeeze” due to a sudden increase in demand for shares of our common stock that largely exceeds supply has led to, and may continue to lead to, extreme price volatility in shares of our common stock. Investors may purchase shares of our common stock to hedge existing exposure or to speculate on the price of our common stock. Speculation on the price of our common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our common stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares of our common stock for delivery to lenders of our common stock. Those repurchases may in turn, dramatically increase the price of shares of our common stock until additional shares of our common stock are available for trading or borrowing. This is often referred to as a “short squeeze.” A large proportion of our common stock has been and may continue to be traded by short sellers which may increase the likelihood that our common stock will be the target of a short squeeze. A short squeeze has led and could fluctuate based upon factors continue to lead to volatile price movements in shares of our common stock that are unrelated or disproportionate to our operating performance or prospects and, once investors purchase the shares of our common stock necessary to cover their short positions, the price of our common stock may rapidly decline. Investors that purchase shares of our common stock during a short squeeze may lose their investment. Content available in public media that is published by third parties, including blogs, posts, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate. We have little received, and may continue to receive, a high degree of media coverage that is published or nothing otherwise disseminated by third parties, including blogs, posts, articles, message boards and social and other media. This includes coverage that is not attributable to do statements made by our officers or associates. You should read carefully, evaluate and rely only on the information contained in this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus filed with the SEC in determining whether to purchase our company. As a result, if you elect to convert the Notes into shares of common stock, you . Information or other media provided by third parties may not be reliable or accurate and could materially impact the trading price of our common stock which could cause stockholders to lose all their investments. A large number of your investment. There are restrictions on the transferability of the Notes and shares of our common stock issuable upon conversionof available for future sale could adversely affect the Notesmarket price of our common stock and may be dilutive to current stockholders. Until registered The sales of a substantial number of shares of our common stock, or the perception that such sales could occur, could adversely affect the price for resaleour common stock. Our Board of Directors may authorize the issuance of additional authorized but unissued common stock or other authorized but unissued securities at any time, investors must bear including pursuant to equity incentive plans. In addition, we have filed a registration statement with the economic risk of an investment in the Notes for an indefinite period of SEC, allowing us to offer, from time to time and at any time. Rule 144 promulgated under the Securities Act , equity securities (“Rule 144”including common or preferred stock), which provides for an exemption subject to market conditions and other factors. Accordingly, we may, from the registration requirements under the Securities Act under certain conditionstime to time and at any time, requiresseek to offer and sell our equity securities, among other conditions, a six month holding period prior to the resale (in limited amounts) including sales of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act as long as such Company has been fully reporting for a period of 90 days. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability You will suffer immediate and substantial dilution as a result of this offering and may experience additional dilution in the future. If you purchase Notes our common stock in this offering, you will experience immediate based upon market conditions and other factors. Sales of our common stock in this offering, if any, could adversely affect the market price of our common stock and would be dilutive to current stockholders. Future sales of a substantial dilution insofar as amount of our common stock in the public offering markets by our insiders, or the perception that these sales may occur, may cause the market price will be substantially greater than the tangible book value per share of our outstanding common stock after giving effect to this offeringdecline. The exercise Our employees, directors and officers, and their affiliates, hold substantial amounts of outstanding options and warrants and any future equity issuances shares of our common stock. Sales of a substantial number of such shares by us these stockholders, or the perception that such sales will result in further dilution to investors. We will have broad discretion in applying the net proceeds of this offering and occur, may not use the proceeds in ways that will enhance cause the market value price of our common stock to decline. Other than restrictions on trading that arise under securities laws (or pursuant to our securities trading policy that is intended to facilitate compliance with securities laws), including the prohibition on trading in securities by or on behalf of a person who is aware of nonpublic material information, we have no restrictions on the right of our employees, directors and officers, and their affiliates, to sell their unrestricted shares of common stock. We have broad discretion in applying a significant portion the use of the net proceeds we from this offering and may not use them effectively. Our management will receive have broad discretion in the application of the net proceeds, if any, from this offering. As , including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision, you will not be able decision to assess or direct how we apply these whether the net proceedsproceeds are being used appropriately. If we do not apply these funds effectively, we may lose significant business opportunities. Furthermore, our stock price could decline if Because of the market does not view number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Pending their use, we intend to invest the net proceeds from this offering favorablyin short- term, investment-grade, interest-bearing securities or accounts. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We intend to use the net proceeds of this offering, if any, for general corporate purposes, which may include acquisitions and investments in a manner consistent with our investment policy. These investments and acquisitions may not yield a favorable return to our stockholders and the Company may lose the value of any net proceeds invested. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver instruction to the Sales Agent to sell shares of our common stock at any time throughout the term of the Sales Agreement. The number of shares that are sold through the Sales Agent after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with the Sales Agent in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. Future offerings of debt or equity securities may adversely affect the market price of our common stock. In the future, we may attempt to increase our capital resources by making offerings of debt or additional offerings of equity securities, including senior or subordinated notes and classes of preferred stock. If we decide to issue senior securities in the future, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Holders of senior securities may be granted specific rights, including the right to hold a perfected security interest in certain of our assets, the right to accelerate payments due under an indenture, rights to restrict dividend payments, and rights to require approval to sell assets. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges more favorable than those of our common stock and may result in dilution of owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Upon liquidation, holders of our debt securities and preferred stock, and lenders with respect to other borrowings, will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Any preferred stock we issue in the future could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability to make a dividend distribution to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their stockholdings in us.

Appears in 1 contract

Samples: gamestop.gcs-web.com

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Risks Related to the Offering. The Conversion price of the Notes has been arbitrarily determined. The conversion price of the Secured Convertible Promissory Notes (the “Notes”) has been determined arbitrarily by the Company. It does not necessarily bear any relationship to the Company’s assets value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Shares. In addition, investors in this Offering will sustain immediate substantial dilution per share based upon net tangible book value per share. The price of our common stock may fluctuate significantly and you could lose all or part of your investment. Volatility in the market price of our common stock assuming a market develops has been extremely volatile and may prevent you from being able continue to sell your shares at or above the price you paid for your shares in this offeringbe volatile due to numerous circumstances beyond our control. The market price of our common stock could fluctuate for various reasonshas fluctuated, and may continue to fluctuate, widely, due to many factors, some of which are beyond our control. These factors include, without limitation: • our quarterly “short squeezes”; • comments by securities analysts or annual earnings or those of other companies third parties, including blogs, articles, message boards and social and other media; • large stockholders exiting their position in our industrycommon stock or an increase or decrease in the short interest in our common stock; • actual or anticipated fluctuations in our financial and operating results; • the public’s reaction to our press releases, our other public announcements timing and our filings allocations of new product releases including new console launches; • shifts in the timing or content of certain promotions or service offerings; • the effect of changes in tax rates in the jurisdictions in which we operate; • acquisition costs and the integration of companies we acquire or invest in; • the mix of earnings in the countries in which we operate; • the costs associated with the U.S. Securities and Exchange Commissionexit of unprofitable markets, businesses or SECstores; • changes in earnings estimates or recommendations by research analysts who may track our common stock or the stocks of other companies in our industryforeign currency exchange rates; • new laws or regulations or new interpretations negative public perception of laws or regulations applicable to our business; • changes in accounting standardsus, policies, guidance, interpretations or principles; • changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events; • litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors, or industry; and • sales of common overall general market fluctuations. Stock markets in general and our stock by our directors, executive officers and significant stockholders. In addition, price in recent months, the stock market has particular have experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. Changes may occur without regard fluctuations that have often been unrelated or disproportionate to the operating performance of these companiesthose companies and our Company. The For example, from February 4, 2024 to June 6, 2024, the closing price of our common stock on the NYSE ranged from as low as $10.01 to as high as $48.75 and daily trading volume ranged from approximately 1,731,300 to 206,979,100 shares. During such period, we did not experience any material changes in our financial condition or results of operations that would explain such price volatility or trading volume. Furthermore, since January 2021 through the date hereof, the market price of our common stock has seen extreme price fluctuations that do not appear to be based on the underlying fundamentals of our business or results of operations. Investors that purchase shares of our common stock in this offering may lose their investments if the price of our common stock subsequently declines. These broad market fluctuations may adversely affect the trading price of our common stock. In particular, a large proportion of our common stock has been and may continue to be traded by short sellers which has put and may continue to put pressure on the supply and demand for our common stock, further influencing volatility in its market price. These and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent our stockholders from readily selling their shares of our common stock and may otherwise negatively affect the liquidity of our common stock. A “short squeeze” due to a sudden increase in demand for shares of our common stock that largely exceeds supply has led to, and may continue to lead to, extreme price volatility in shares of our common stock. Investors may purchase shares of our common stock to hedge existing exposure or to speculate on the price of our common stock. Speculation on the price of our common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our common stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares of our common stock for delivery to lenders of our common stock. Those repurchases may in turn dramatically increase the price of shares of our common stock until additional shares of our common stock are available for trading or borrowing. This is often referred to as a “short squeeze.” A large proportion of our common stock has been and may continue to be traded by short sellers which may increase the likelihood that our common stock will be the target of a short squeeze. A short squeeze has led and could fluctuate based upon factors continue to lead to volatile price movements in shares of our common stock that are unrelated or disproportionate to our operating performance or prospects and, once investors purchase the shares of our common stock necessary to cover their short positions, the price of our common stock may rapidly decline. Investors that purchase shares of our common stock during a short squeeze may lose their investment. Content available in public media that is published by third parties, including blogs, posts, articles, message boards and social and other media, may include statements not attributable to the Company and may not be reliable or accurate. We have little received, and may continue to receive, a high degree of media coverage that is published or nothing otherwise disseminated by third parties, including blogs, posts, articles, message boards and social and other media. This includes coverage that is not attributable to do statements made by our officers or associates. You should read carefully, evaluate and rely only on the information contained in this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus filed with the SEC in determining whether to purchase our company. As a result, if you elect to convert the Notes into shares of common stock, you . Information or other media provided by third parties may not be reliable or accurate and could materially impact the trading price of our common stock which could cause stockholders to lose all their investments. A large number of your investment. There are restrictions on the transferability of the Notes and shares of our common stock issuable upon conversionof available for future sale could adversely affect the Notesmarket price of our common stock and may be dilutive to current stockholders. Until registered The sales of a substantial number of shares of our common stock, or the perception that such sales could occur, could adversely affect the price for resaleour common stock. Our board of directors may authorize the issuance of additional authorized but unissued common stock or other authorized but unissued securities at any time, investors must bear including pursuant to equity incentive plans. In addition, we have filed a registration statement with the economic risk of an investment in the Notes for an indefinite period of SEC allowing us to offer, from time to time and at any time. Rule 144 promulgated under the Securities Act , equity securities (“Rule 144”including common or preferred stock), which provides for an exemption subject to market conditions and other factors. Accordingly, we may, from the registration requirements under the Securities Act under certain conditionstime to time and at any time, requiresseek to offer and sell our equity securities, among other conditions, a six month holding period prior to the resale (in limited amounts) including sales of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act as long as such Company has been fully reporting for a period of 90 days. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability You will suffer immediate and substantial dilution as a result of this offering and may experience additional dilution in the future. If you purchase Notes our common stock in this offering, you will experience immediate based upon market conditions and other factors. Sales of our common stock in this offering, if any, could adversely affect the market price of our common stock and would be dilutive to current stockholders. Future sales of a substantial dilution insofar as amount of our common stock in the public offering markets by our insiders, or the perception that these sales may occur, may cause the market price will be substantially greater than the tangible book value per share of our outstanding common stock after giving effect to this offeringdecline. The exercise Our employees, directors and officers, and their affiliates, hold substantial amounts of outstanding options and warrants and any future equity issuances shares of our common stock. Sales of a substantial number of such shares by us these stockholders, or the perception that such sales will result in further dilution to investors. We will have broad discretion in applying the net proceeds of this offering and occur, may not use the proceeds in ways that will enhance cause the market value price of our common stock to decline. Other than restrictions on trading that arise under securities laws (or pursuant to our securities trading policy that is intended to facilitate compliance with securities laws), including the prohibition on trading in securities by or on behalf of a person who is aware of nonpublic material information, we have no restrictions on the right of our employees, directors and officers, and their affiliates, to sell their unrestricted shares of common stock. We have broad discretion in applying a significant portion the use of the net proceeds we from this offering and may not use them effectively. Our management will receive have broad discretion in the application of the net proceeds, if any, from this offering. As , including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision, you will not be able decision to assess or direct how we apply these whether the net proceedsproceeds are being used appropriately. If we do not apply these funds effectively, we may lose significant business opportunities. Furthermore, our stock price could decline if Because of the market does not view number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Pending their use, we intend to invest the net proceeds from this offering favorablyin short- term, investment-grade, interest-bearing securities or accounts. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We intend to use the net proceeds of this offering, if any, for general corporate purposes, which may include acquisitions and investments in a manner consistent with our investment policy. These investments and acquisitions may not yield a favorable return to our stockholders and the Company may lose the value of any net proceeds invested. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline. The actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain. Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver instruction to the Sales Agent to sell shares of our common stock at any time throughout the term of the Sales Agreement. The number of shares that are sold through the Sales Agent after our instruction will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with the Sales Agent in any instruction to sell shares, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. Future offerings of debt or equity securities may adversely affect the market price of our common stock. In the future, we may attempt to increase our capital resources by making offerings of debt or additional offerings of equity securities, including senior or subordinated notes and classes of preferred stock. If we decide to issue senior securities in the future, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Holders of senior securities may be granted specific rights, including the right to hold a perfected security interest in certain of our assets, the right to accelerate payments due under an indenture, rights to restrict dividend payments, and rights to require approval to sell assets. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges more favorable than those of our common stock and may result in dilution of owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Upon liquidation, holders of our debt securities and preferred stock, and lenders with respect to other borrowings, will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Any preferred stock we issue in the future could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability to make a dividend distribution to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their stockholdings in us.

Appears in 1 contract

Samples: gamestop.gcs-web.com

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