These lists are not all-inclusive because it is not possible to predict all factors. A discussion of some of these factors is included in this Annual Report on Form 10-K under the headings "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations –Summary of Critical Accounting Policies and Estimates" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations –Liquidity and Capital Resources." This Annual Report on Form 10-K should be read in its entirety. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Any forward-looking statement speaks only as of the date such statement was made, and the Company is not obligated to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made, except as required by applicable laws or regulations. ( viii) Table of Contents • certain risks and uncertainties associated with the Merger including, without limitation: • other circumstances affecting anticipated operations, sales and costs, and ◦ the risk that Parent or the Company may be unable to obtain governmental and regulatory approvals required for the Merger, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the Merger, may subject the Merger to or impose adverse conditions or costs or may cause the parties to abandon the Merger, ◦ the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger or could otherwise cause the failure of the Merger to close, ◦ the risk that a condition to the closing of the Merger may not be satisfied or waived, ◦ the failure of Parent to obtain any financing necessary to complete the Merger, ◦ the outcome of any legal proceedings, regulatory proceedings or enforcement matters that have been or may be instituted relating to the Merger, ◦ the receipt of an unsolicited offer from another party to acquire assets or capital stock of the Company that could interfere with the Merger, ◦ the timing to consummate the Merger, ◦ the costs incurred to consummate the Merger, ◦ the risk that the pendency of the pending Merger disrupts current plans and operations and the potential difficulties in maintaining relationships with customers, employees, regulators or suppliers, and ◦ the diversion of management time and attention from the Company’s ongoing business operations due to the Merger.