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•
resolving possible inconsistencies in standards, controls,
procedures and policies, business cultures and
compensation structures;
•
the diversion of management’s attention from ongoing
business concerns and other strategic opportunities;
•
difficulties in operating acquired businesses in parallel
with similar businesses that we operated previously;
•
difficulties in operating businesses we have not operated
before;
•
difficulties of integrating multiple acquired businesses
simultaneously;
•
the retention of
key employees and management;
•
the implementation of disclosure controls, internal controls
and financial reporting systems at non-U.S. subsidiaries to
enable us to comply with U.S. GAAP and U.S. securities
laws and regulations, including the Sarbanes Oxley Act of
2002, required as a result of our status as a reporting
company under the Exchange Act;
•
the coordination
of geographically separate
organizations;
•
the coordination and consolidation of ongoing and future
research and development efforts;
•
possible tax costs or inefficiencies associated with
integrating the operations of a combined company;
•
pre-tax restructuring
and revenue investment costs;
•
the retention of strategic partners and attracting new
strategic partners; and
•
negative impacts on employee morale and performance as
a result of job changes and reassignments.
For these reasons, we may not achieve the anticipated financial
and strategic benefits from our acquisitions and initiatives. Any
actual cost savings and synergies may be lower than we expect
and may take a longer time to achieve than we anticipate, and
we may fail to realize the anticipated benefits of acquisitions.
We will need to invest in our operations to maintain and grow
our business and to integrate acquisitions, and we may need
additional funds, which may not be readily available.
We depend on the availability of adequate capital to maintain
and develop our business. Although we believe that we can meet
our current capital requirements from internally generated
funds, cash on hand and available borrowings under our
revolving credit facility, if the capital and credit markets
experience volatility, access to capital or credit may not be
available on terms acceptable to us or at all. Limited access to
capital or credit in the future could have an impact on our ability
to refinance debt, maintain our credit rating, meet our regulatory
capital requirements, engage in strategic initiatives, make
acquisitions or strategic investments in other companies or react
to changing economic and business conditions. If we are unable
to fund our capital or credit requirements, it could have an
adverse effect on our business, financial condition and
operating results.
In addition to our debt obligations, we will need to continue to
invest in our operations for the foreseeable future to integrate
acquired businesses and to fund new initiatives. If we do not
achieve the expected operating results, we will need to
reallocate our cash resources. This may include borrowing
additional funds to service debt payments, which may impair
our ability to make investments in our business or to integrate
acquired businesses.
Should we need to raise funds through issuing additional equity,
our equity holders will suffer dilution. Should we need to raise
funds through incurring additional debt, we may become
subject to covenants even more restrictive than those contained
in our credit facilities, the indentures governing our notes and
our other debt instruments. Furthermore, if adverse economic
conditions occur, we could experience decreased revenues from
our operations which could affect our ability to satisfy financial
and other restrictive covenants to which we are subject under
our existing indebtedness.
We operate in a highly regulated industry and may be subject
to censures, fines and enforcement proceedings if we fail to
comply with regulatory obligations that can be ambiguous
and can change unexpectedly.
We operate in a highly regulated industry and are subject to
extensive regulation in the U.S., Europe and Canada. The
securities trading industry is subject to significant regulatory
oversight and could be subject to increased governmental and
public scrutiny in the future that can change in response to
global conditions and events.
Our ability to comply with complex and changing regulation is
largely dependent on our establishment and maintenance of
compliance, audit and reporting systems that can quickly adapt
and respond, as well as our ability to attract and retain qualified
compliance and other risk management personnel. While we
have policies and procedures to identify, monitor and manage
our risks and regulatory obligations, we cannot assure you that
our policies and procedures will always be effective or that we
will always be successful in monitoring or evaluating the risks
to which we are or may be exposed.
Our regulated markets are subject to audits, investigations,
administrative proceedings and enforcement actions relating to
compliance with applicable rules and regulations. Regulators
have broad powers to impose fines, penalties or censure, issue
cease-and-desist orders, prohibit operations, revoke licenses or
registrations and impose other sanctions on our exchanges,
broker-dealers and markets for violations of applicable
requirements.