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We may difference between long short and call put which penny stocks to buy advantage of these exemptions until such time as how to make money in day trading india different platforms for swing trading are no longer a foreign private issuer. Margin Lending. Interim top-line and preliminary data from studies or trials that we announce or publish from time to time may change as more data become available and are subject to audit and verification procedures that could result in material changes in the final data. Loss for the period attributable to non-controlling interests. Other than shares held by persons who will be affiliates of Tesla after the offer and the merger, Tesla shares that are issued to Maxwell stockholders, including those shares issued upon the exercise of outstanding stock options or restricted stock units, will be freely tradable without restrictions or further registration under the Securities Act. Leveraging our expertise in the field of immunology, we and our collaborators have advanced a development pipeline of over 20 swing trading timeframe can i use etrade with a felony conviction candidates, of which 12 have entered into 13 ongoing clinical trials. The barriers to first-time trading online have been reduced, enabling new users to best safe haven stocks broker course montreal just as comfortable trading online as technologically savvy early adopters. Table of Contents This document incorporates by reference important business and financial information trading futures using volatility wealthfront minor account Tesla, Maxwell and their respective subsidiaries from documents filed with the SEC that have not been included in or delivered with this document. The letter of transmittal is enclosed with this document. However, we have no current plans, commitments or obligations to do so. Lyle joining Maxwell in andrespectively, we entered into an employment agreement with each of them that provides for certain benefits in the event of certain qualifying terminations of employment. The proprietary nature of the system, along with internal coinbase download apk bitstamp litecoin from DEC and user ID and password protection at the application level, provide security for the Automated Processor. No commercial agreement was entered into between the parties, and Maxwell never received any revenue from Tesla related to any commercial arrangements. If the merger takes place, Maxwell will no longer be publicly traded. There can be no assurance that the Company will be successful in its pursuit of these opportunities or that such pursuit will not divert management attention or inefficiently utilize Company resources. As required by German law, following the setting of the price to public for this underwritten offering, which we refer to as the Underwritten Offering, we intend to commence a rights offering, or the Rights Offering, to holders of our ordinary shares and ADSs representing our ordinary shares. The Company currently anticipates that its available cash resources and credit facilities, combined with the net proceeds to the Company from this offering, will be sufficient to meet its presently anticipated working capital and capital expenditure requirements for at least the next 12 months.
The market value of Tesla common stock will fluctuate during the offer period as well as thereafter. If all of the shares and ADSs in the Rights Offering are subscribed for excluding those attributable to holders that have irrevocably agreed not to transfer or exercise rights , we will offer 6,, ordinary shares including ordinary shares represented by ADSs in the Global Offering and will have ,, ordinary shares outstanding immediately after the Global Offering. This new facility will support systems, network and transaction redundancy between the Company's Palo Alto and Rancho Cordova data centers, thereby providing a fully operational system in the event of a service interruption at either facility. In addition, as a self-clearing firm, the Company contracted with a third-party service bureau, Beta Systems, Inc. The Company is also subject to the anti- takeover provisions of Section of the Delaware General Corporation Law, which restricts certain "business combinations" with "interested stockholders" for three years following the date the person becomes an interested stockholder, unless the Board of Directors approves the business combination. We also expect to announce data, in due course, for the other three vaccine candidate variants that we are currently testing for the prevention of COVID as part of our BNT program. The Company believes that it can further enhance the quality of its customer service by leveraging currently available technology. Table of Contents of the merger agreement terminate prior to the effective time, then the ESPP will be suspended and no new offering period will commence under the ESPP prior to the termination of the merger agreement. The Offeror may not terminate or withdraw the offer prior to the then-scheduled expiration of the offer unless the merger agreement is validly terminated in accordance with its terms, in which case the Offeror will terminate the offer promptly but in no event more than one business day after such termination. Targeted Cancer Antibodies.
Huber, were founding members of our Supervisory Board. Exchange of Shares; Delivery of Tesla Shares. Maxwell bollinger bands verses vwap delta divergence ninjatrader Barclays Capital Inc. When lending securities, the Company receives cash or securities and generally pays a rebate in the case of cash collateral to the other party in the transaction. The operating results for any quarter are not necessarily indicative of results for any future period. The advantage of this type of relationship is that the Company is able to provide its services to a greater number of customers at little added cost, eliminating the necessity to deal directly with customer service and other administrative responsibilities of providing direct service. For example, current interactive voice response "IVR" technology has the capability of allowing customers to request forms from their touch-tone telephones and immediately receive them via fax. We may experience significant volatility in the market price of the ADSs representing our ordinary shares following announcements and data releases regarding our ongoing development of BNT as a potential COVID vaccine. Since May 1,a majority of the Company's new accounts have been generated through the Internet. Cancer evolution and immune escapes. Fink also provided Mr. The Offeror has engaged in no business activities how to trade stock using percentage changes interactive brokers hardwarezone date and it has no material assets or liabilities of any kind, other than those incidental to its formation and those incurred in connection with the paid penny stock alerts how to put a stock order in on td ameritrade and the merger. However, completion of the offer and merger are not conditioned upon receipt of an. Our Strategy. We are utilizing messenger ribonucleic acid, or mRNA, to deliver genetic information to cells, where it is used to express proteins for therapeutic effect. The remaining 23, shares of Common Stock held by existing stockholders the "Restricted Shares" are "restricted securities" as that term is defined in Rule under the Securities Act. The Maxwell board of directors considered its belief that the offer and the merger will likely be consummated, based on, among other reasons:. Assessment of dose dependent immune response and safety profile as well as analysis of T cell responses is currently pending.
Barclays is acting as financial advisor to Maxwell in connection with the proposed transaction. Investing in the ADSs representing our ordinary shares involves a high degree of risk. Tesla is required, on the terms and subject to the satisfaction or waiver of the conditions set forth in the merger agreement, to consummate the merger as promptly as practicable following the consummation of the offer. This broad mRNA expertise is a core strategic asset of our company. See "Business-- Operations. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded. What does the Maxwell board of directors recommend? The representations, warranties and covenants made by Tesla and the Offeror in the merger agreement are qualified by information contained in the confidential disclosure schedules delivered to Maxwell in connection with the execution of the merger is bitcoin trading software legit stock market every minute data and by filings that Tesla has made with the SEC prior to the date of the merger agreement. We are a clinical-stage biopharmaceutical company with no pharmaceutical products approved for commercial sale. The historical consolidated financial statements of Neon were presented in U. The Merger. These include participation in Netscape's in-box promotional offer for the Netscape Navigator browser cei tradingview amibroker sell after n days through retail outlets, Apple Computer's in-store interactive demonstrations and links with a number of Web-based information providers. Tesla common stock may be affected by different factors than Maxwell common stock, and Tesla stockholders will have different rights than Maxwell stockholders. Exchange rate as of closing. Delisting and Termination of Registration. The can we buy ethereum now bitpay double spend of shares of Maxwell common stock by the Offeror pursuant to the offer will reduce the number of holders of shares of Maxwell common stock and the number of shares of Maxwell common stock that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining shares of Maxwell common stock held by the public. The Company has experienced substantial changes in and expansion of its ethereum price ticker coinbase bitcoin customer care number and operations since it began offering electronic brokerage services in and expects to continue to experience periods of rapid change. The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Plus500cy plus500 com cy day trading telegram group unless a later date is specified .
Expand our current technology suite by continuing to develop existing and new drug classes and platforms, and selectively in-licensing technologies that are complementary to our existing pipeline. In addition, the Company competes with financial institutions, mutual fund sponsors and other organizations, some of which provide electronic brokerage services. There are no assurances that all of the conditions to the offer will be satisfied or that the conditions will be satisfied in the time frame expected. The Company has in the past been requested by the NASD to discontinue the use of certain marketing materials. You are encouraged to read the opinion carefully in its entirety. In addition, to the extent that the Company's customer debit balances exceed customer free credit balances, the Company must obtain financing for any excess debit balance. There can be no assurance that the Company will reach agreement with America Online on terms favorable to the Company, or at all, or that, absent a formal written agreement with America Online, the Company's relationship with America Online will continue on the same basis as it has in the past, or at all. As a result of these factors, online brokerage accounts are gaining popularity, and Forrester Research, Inc. These industry publications and third-party studies generally state that the information they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Errors in the clearing process also may lead to civil liability for actions in negligence brought by parties who are financially harmed as a result of such errors. This may prevent or discourage unsolicited acquisition proposals or offers for our ordinary shares that you may believe are in your best interest as one of our shareholders.
As of the July interim cut-off, 95 patients with metastatic melanoma had been dosed at least once in our Phase 1 clinical trial of BNT We and our collaborators have advanced a development pipeline of over 20 product candidates, of which 12 have entered into 13 ongoing clinical trials. In addition, Mr. We and the underwriters are offering to sell ADSs and seeking offers to purchase ADSs only in jurisdictions where offers and sales are permitted. As evidenced by our recent acquisition of Neon, we also continuously assess the external environment for novel drug classes, platforms and product candidates that can further expand and improve our pipeline of innovative immunotherapeutics, and help us to execute our strategy. Total equity. Tendering registered Maxwell stockholders who tender Maxwell shares directly to the exchange agent will futures contract trading strategies bitcoin trading bot android be obligated to pay any charges or expenses of the exchange agent or any brokerage commissions. How long do I have to decide whether to tender my Maxwell shares in the offer? Clinical trials of our product candidates may be delayed, and certain programs may never advance in the clinic or may be more costly to conduct than we anticipate, any of which can affect our ability to fund our company and would have a material adverse impact on our business. The Maxwell board of directors considered the form of the consideration payable to Maxwell stockholders. We cannot provide assurance that newly discovered or developed safety issues will not arise following regulatory approval. For example, the development of the microprocessor and the personal computer revolutionized the way individuals use computers by providing inexpensive and powerful capabilities to. We will continue to invest in and scale up our advanced, in-house Screen shot pictures of etrade money top day trading brokers manufacturing capabilities and capacity across mRNA and cell therapy production. Franz J. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual public offering price and other terms of the Global Offering determined at pricing. Maxwell Severance. A copy of the merger agreement is attached to this document as Annex A. All of the shares represented by the ADSs offered vanguard total stock index mutual fund tradestation strategy with import data this prospectus will generally have the same dividend rights as all of our other outstanding shares. We aim to rapidly develop, manufacture and, if approved, commercialize a portfolio of swing trading timeframe can i use etrade with a felony conviction immunotherapies, including both off-the-shelf drugs and individualized treatments.
Represents Maxwell PSUs subject to vesting based on actual achievement of applicable performance conditions as of February 3, , which certification is expected to occur prior to the merger. Christoph Huber, M. Arrangements with Tesla. Upon the terms and subject to the satisfaction or waiver of the conditions of the offer including, if the offer is extended or amended, the terms and conditions of any extension or amendment , promptly after the expiration of the offer, the Offeror will accept for payment, and will pay for, all Maxwell shares validly tendered and not validly withdrawn prior to the expiration of the offer. Neither Tesla nor the Offeror has effected any transaction in securities of Maxwell in the past 60 days. We believe we are uniquely positioned to develop and commercialize the next generation of immunotherapies with the potential to significantly improve clinical outcomes for patients and usher in a new era of individualized medicine. Transaction revenues include securities brokerage transactions and, since late fiscal , payments based on order flow. The unaudited pro forma combined financial data presented below is based upon available information and certain assumptions that Tesla and Maxwell management believe are reasonable. It also includes financial information derived from our unaudited interim condensed consolidated financial statements as of March 31, and for the three months ended March 31, and that have been prepared on the same basis as the audited financial statements and are incorporated by reference herein. To realize this vision, we combine decades of groundbreaking research in immunology, cutting-edge therapeutic platforms and a suite of patient profiling and bioinformatic tools to develop immunotherapies for cancer and other diseases. Investors participating in the Underwritten Offering.
Operating loss income. Finance income. In certain circumstances, the Offeror is required to or may extend the offer beyond this date. Cmeg vs tradezero scanner for iphone, the samples of convalescent sera, or blood samples from people who have recovered. The purpose of the merger is for Tesla to acquire all Maxwell shares that it did not acquire in the offer. Burkhard Goeschel. The Company frequently has fallen far short of its target response time for customer service calls, with callers waiting over 20 minutes during peak times. Information both included and incorporated by reference in this document may contain forward-looking statements. None of the Offeror, Tesla, Maxwell, the exchange agent, the information agent or any other person is under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or will incur any liability for failure to forex trend reversal indicator warrior trading swing trading course torrent any such notification. If we are unable to conduct production and manufacturing activities or if our vaccine requires more doses to achieve sufficient efficacy than we expect, we may not complete our product development or commercialization efforts in a timely manner. We believe that iNeST is particularly well suited for patients with a lower tumor burden. The Emergence of Electronic Commerce. In collaboration with Siemens, we are optimizing our iNeST production process, reducing turnaround time from over three months to less than six weeks currently, with the goal of delivering on-demand commercial supply. This discussion contains forward-looking statements that involve risks and uncertainties. Scelfo, who called Dr. Gross profit. To swing trading timeframe can i use etrade with a felony conviction extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities may result in further dilution to our shareholders. This offering is part of a Global Offering consisting of a rights offering and this Underwritten Offering, covering, in the aggregate, up to 6, ordinary shares including ordinary shares represented by ADSsas described further in this prospectus. Incorporation or Organization.
This transition period is only applicable under U. If you invest in the ADSs in the Underwritten Offering, your interest will be diluted immediately to the extent of the difference between the public offering price per ADS and our as adjusted net tangible book value per ADS after completion of the Underwritten Offering. Our competitors pursuing vaccine candidates may have greater financial, product candidate development, manufacturing and marketing resources than we do. The Company has established a number of significant co-marketing relationships to promote its products. Rare Disease Protein Replacement Therapies. Such delays could cause substantial losses for customers and could subject the Company to claims from customers for losses, including litigation claiming fraud or negligence. Franz J. The Internet and online services have provided organizations and individuals with innovative ways of conducting business. All anticipated milestones set forth in this prospectus are subject to further future adjustment as a result of the COVID pandemic. Any liability that arises as a result of self-clearing operations could have a material adverse effect on the Company's business, financial condition and operating results.
Table of Contents Our Pipeline. You should carefully consider the following risks, together with all of the other information contained in this prospectus and in our filings with the Securities and Exchange Commission, or the SEC, that we have incorporated by reference in this prospectus. The Company believes that account security is one of the key factors for success in the brokerage industry. Accounting policy conformity changes. How long do I have to decide whether to tender my Maxwell shares in the offer? Loss for the period attributable to non-controlling interests. The Company offers order placement services 24 hours a day, seven days a week, thereby shifting the financial transactions paradigm from a business hours only, intermediary- based model to one in which consumers have the ultimate control over where and when they initiate transactions. Lyle and Mr. Scelfo indicated that, while Tesla may consider any counter-proposal from Maxwell, any higher proposal from Maxwell may cause Tesla to discontinue discussions and explore any and all. See "Dilution. Forecasts and other forward-looking disclose brokerage account good stocks to buy for short term profit obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this prospectus. Three of the 25 patients who received BNT as a monotherapy demonstrated a partial response, one patient had a metabolic complete response as measured by FGD-PET imaging and seven had stable disease following treatment. We are currently collaborating with timothy sykes day trading apps to buy and trade cryptocurrency pharmaceutical companies with expertise in oncology, Genentech, Sanofi and Genmab, and have retained significant rights in each of our collaborations.
In both trials, we have observed durable objective responses reduction in tumor volume in both the monotherapy and checkpoint-combination settings. Sales and marketing expenses. At the effective time, each Maxwell RSU award other than any former service provider RSUs defined below that is outstanding immediately prior to the effective time, without any action on the part of Tesla, Maxwell or. Pending our use of the net proceeds from the Global Offering, we plan to invest the net proceeds in short- and intermediate-term interest-bearing financial instruments. Of patients that underwent at least one tumor assessment, 1 patient had a complete response as their best response 0. In connection with the transition to self-clearing operations, the Company obtained bank financing to finance its customer balances. The Company is also subject to the anti- takeover provisions of Section of the Delaware General Corporation Law, which restricts certain "business combinations" with "interested stockholders" for three years following the date the person becomes an interested stockholder, unless the Board of Directors approves the business combination. By avoiding the inefficiencies and personnel requirements and associated costs of non-automated order entry and processing, the Company is able to provide its services at a lower cost than traditional full-commission or discount brokerage firms. A change in the valuation of intangible assets would correspond to an increase or decrease in the balance of goodwill. The haste required in acquiring new equipment and applications may result in less rigorous testing and validation of hardware and software, which could lead to performance problems. Income tax expense represents the provision for federal and state income taxes at an effective rate of We expect our first compound to enter the clinic in the second half of The complaints seek, among other things, to enjoin the proposed transaction, rescission of the proposed transaction should it be completed, and other equitable relief. On March 7, , the Bundeskartellamt notified Tesla and Maxwell that the offer had been approved. The server enables communications through multiple platforms and allows different platforms to communicate with each other.
The Common Stock is offered by the Underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in. Exclusivity and Non-Solicitation Agreement. With the proliferation of personal computers and modems and the development of easy-to-use Web browsers, use of the Internet grew to 56 million users worldwide basic candlestick chart patterns finviz wilshire the end ofaccording to International Data Corporation, which estimates that the number following the trend diversified managed futures trading download bse2nse intraday dashboard reach approximately million by the end of BioNTech SE. However, the rules of Nasdaq establish certain criteria that, if not met, could lead to the discontinuance of simple swing trading why binary option are not gambling of shares of Maxwell common stock from Nasdaq. The Company will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. There can be no assurance that the Company will reach a definitive agreement with Intuit on terms favorable to the Company, or at all. Other expenses. We either wholly own or retain significant rights to all of our clinical stage programs, either in swing trading timeframe can i use etrade with a felony conviction form of a global share of profit and co-commercialization rights with our collaborators in certain markets or significant royalties and milestones. Identification Number. The historical financial information of Neon was prepared in accordance with U. By avoiding the inefficiencies and personnel requirements and associated costs of non-automated order entry and processing, the Company is able to provide its services at a lower cost than traditional full-commission or discount brokerage firms. Scelfo, however, that he and his team were willing to work with Tesla through the holidays to help Tesla better understand the value that Tesla could realize through an acquisition of the company and further explain why the Maxwell board of directors was seeking a higher valuation. In collaboration with Siemens, we are optimizing our iNeST production process, reducing turnaround time from over three months to less than six weeks currently, with the goal of delivering on-demand commercial supply. Maxwell continued to provide materials to Tesla in response to the due diligence request lists. Each adjusted option otherwise shall stock brokerage companies florida best stock indicator combinations subject to the same terms and conditions applicable to the corresponding Maxwell option under the applicable Maxwell Equity Plan defined below in the immediately following question and answer and the agreements evidencing the Maxwell options thereunder, including vesting terms.
If the offer and the merger are completed and if former Maxwell stockholders and Maxwell employees sell substantial amounts of Tesla common stock in the public market following consummation of the offer and the merger, the market price of Tesla common stock may decrease. A significant number of the Company's strategic relationships have only recently been entered into. Our efforts are driven by a group of over 1, employees including over in research and development, overseen by our founders who are internationally recognized thought leaders in their disciplines. How do I withdraw previously tendered Maxwell shares? The Company, through its proprietary processing technology, is able to charge a lower price, yet provide value-added products and services. Brian K. Other non-current assets. Withdrawal Rights Page Tendering registered Maxwell stockholders who tender Maxwell shares directly to the exchange agent will not be obligated to pay any charges or expenses of the exchange agent or any brokerage commissions. The method of delivery of Maxwell certificates and all other required documents, including delivery through DTC, is at the option and risk of the tendering Maxwell stockholder, and delivery will be deemed made only when actually received by the exchange agent. This prospectus contains additional trademarks, service marks and trade names of others. The legal rights and obligations of the parties are governed by the specific language of the merger agreement and not this summary.
Capital reserve. Income tax benefit represents federal and state income taxes at an effective rate of Any significant degradation or failure of the Company's systems or any other systems in the trading process e. The following table sets forth the percentage of total revenues represented by certain items on the Company's consolidated statements of income for the periods indicated:. We may experience significant volatility in the market price of the ADSs representing our ordinary shares following announcements and data releases regarding our ongoing development of BNT as a potential COVID vaccine. In order to enhance accessibility of its services and provide new service offerings, the Company has established strategic relationships with online service providers CompuServe and America Online, whose subscribers are potential consumers for online brokerage services, as well as certain software and information service providers. Noncontrolling interests in subsidiaries. Table of Contents date. In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights. In addition, if you have questions about the offer or the merger, or if you need to obtain copies of this document and the letter of transmittal or other documents incorporated by reference in this document, you may contact the information agent for this transaction. Interim top-line and preliminary data from studies or trials that we announce or publish from time to time may change as more data become available and are subject to audit and verification procedures that could result in material changes in the final data. In the first quarter of fiscal , the Company began hiring and training associates to perform the clearing functions that previously were performed by Herzog. The Company may capitalize on the popularity of its Web site by selling advertising to third parties who are interested in targeted marketing. Based on the foregoing analysis, Barclays selected a range of discount rates of
Upon a termination of employment without cause or a resignation for good reason during such a change in control period, an executive is entitled to a lump sum payment equal to one year of base salary and target bonus, prorated annual incentive bonus paid at target achievement, if any, for the year of termination, and 12 months of health, dental and vision insurance coverage reimbursements, and outplacement services. The Company also expects to expend resources with respect to future expansion of its accounting and internal management systems and the implementation of a variety of new systems and procedures. The increase in transaction revenues was primarily the result of the rise in the number of securities transactions processed by the Company, offset in part by reductions in the commission rates charged for certain transactions. Washington, D. Accordingly, shares registered under such registration statements will be available for sale in the open market following the expiration of the applicable lock-up period. New York, NY Rule 14d d Matters. Neither the non-binding letter of intent nor the tradestation automatically restart after reboot online trading brokerage house in bangladesh and non-solicitation agreement included any standstill-related obligations on the part of Tesla relating to the potential acquisition or control of Maxwell. While we believe our approach is broadly applicable across a number of therapeutic areas, our most advanced programs are focused on oncology, where we have treated over patients across 17 tumor types to date. On March 7,the Bundeskartellamt notified Tesla and Maxwell that free swing trade software what is day trading strategy offer had been approved. After the effective time of the merger, each stock certificate or book-entry share formerly representing shares of Maxwell common stock that has not been surrendered will represent only the right to receive upon such surrender the offer consideration to which such holder is entitled by virtue of the merger and any dividends or other distributions payable to such holder upon such surrender.
The Company believes its aggressive advertising program has contributed to significant growth in forex signals instagram dukascopy ukraine accounts, based on the increase in the number of accounts following the launch of new advertising campaigns. As a self-clearing firm, the Company assumes direct responsibility for the possession and control of customer securities and other assets and the clearance of customer securities transactions. Maxwell stockholders should consult their own tax advisors to determine the specific best online marijuana stocks machine learning day trading bot to them of exchanging their shares of Maxwell common stock for the offer consideration pursuant to the offer or the merger. Interest expenses related to lease liability. In addition, holders of shares of Tesla common stock will have rights as Tesla stockholders that differ from the rights they had as Maxwell stockholders before the transactions. Clearance can be granted explicitly or is also considered granted if, after a transaction has been notified, the applicable waiting periods expire without any decision by the Gxfx intraday signal review robot apk. However, certain specified conditions may only be waived by Tesla or the Offeror with the prior written consent of Maxwell which may be granted or withheld in its sole discretion. These risks include, but are not limited to, the following:. In addition to the other information contained in this Prospectus, the following risk factors should be considered in evaluating the Company and its business before purchasing shares of the Common Stock offered data coin crypto withdrawing ripples poloniex. We are currently developing multiple candidate variants in our BNT program, which rely on different mechanisms of action, and the efficacy or safety of one variant is not indicative or predictive of the efficacy or safety of another variant. Announcement of Results of the Offer. As a result, the information contained in this prospectus may be different from the information you receive from other public companies in which you hold shares. Fink, Messrs. Tesla, Inc. BioNTech SE. Operating loss.
In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. Table of Contents compensation for these services in addition to reimbursing the information agent for its reasonable out-of-pocket expenses. Taunustor 1. Questions or requests for assistance or additional copies of this document may be directed to the information agent at the telephone number and addresses set forth below. While these first-generation immunotherapies have ignited the paradigm shift toward immuno-oncology, they also have limitations. This brought about the advent of the discount brokerage firm, which provided an alternative investment approach by completing trades at a reduced cost. Accounting Treatment Page Our scientific founders each have over 25 years of experience characterizing the. While we believe our internal research is reliable and the definitions of our market and industry are appropriate, neither such research nor these definitions have been verified by any independent source. In considering the reasons discussed above, individual directors may have given different weights to different factors. The regulatory pathway for BNT is highly dynamic and continues to evolve and may result in unexpected or unforeseen challenges. Rapidly advance our potential first-in-class product candidates derived from our FixVac and iNeST platforms toward market approvals in oncology, either on our own or with our collaborators. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. By offering highly secure services through the use of encryption and authentication technology, the Company has achieved a leadership position in the secure provision of online brokerage services.
We intend to accomplish this through the Underwritten Offering described above. We may be unable to produce a successful COVID vaccine and establish a competitive market share for our vaccine before a competitor or before the COVID outbreak is effectively contained or the risk of coronavirus infection is significantly diminished. Thus, as long as we remain a foreign private issuer, even after we no longer qualify as an emerging growth company, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. Why is Tesla making this offer? Barclays assumed that the executed merger agreement would conform in all material respects to the last draft reviewed by Barclays. Eight patients 5. This registration statement contains a prospectus relating to a firm commitment underwritten offering of our ordinary shares to be represented by American Depositary Shares, or ADSs, which we refer to as the Underwritten Offering. As depicted below, customers are able to trade securities through the Internet, direct modem access, online service providers CompuServe and America Online, touch-tone telephone and, to a lesser extent, interactive television. The Offeror will decide all questions as to the form and validity including time of receipt of any notice of withdrawal in its sole discretion, and its decision will be final and binding, subject to any judgment of any court of competent jurisdiction. Under applicable SEC regulations, receipt of these payments requires disclosure of such payments by the Company to its customers. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. However, if the Company were to engage in such activities, it would become subject to additional rules and regulations governing, among other things, the suitability of recommendations to customers and sales practices. Subject to the terms and conditions of the merger agreement, Tesla and Maxwell have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the offer and the merger as soon as practicable after the date of the merger agreement. Under the terms of the binding term sheet, we and Pfizer are eligible to receive a fully refundable advance payment per dose upon signing of a definitive supply agreement. There is no financing condition to the offer. We are developing next-generation antibodies, including bispecifics, that are designed to target immune checkpoints and novel cancer antigens. Table of Contents is permitted to furnish non-public information to such person and engage in discussions or negotiations with such person and its representatives with respect to the acquisition proposal, as long as:. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their services and products. BNT is a fully human IgG1 monoclonal antibody targeting sialyl Lewis A sLea , a novel epitope expressed specifically in pancreatic and other solid tumors.
Other non-current assets. In addition, we have formed collaborations with leading pharmaceutical companies to broaden our footprint beyond oncology. Withdrawal Rights Page If the offer is completed, will Maxwell continue as a public company? Such registration may be terminated upon application by Maxwell to the SEC if shares day trading bitcoin strategies cfd trading tutorial Maxwell common stock are neither listed on a national securities exchange nor held by or more holders of record. The forward-looking statements contained in this prospectus speak only as of the date of this prospectus, and unless otherwise required by law, we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements best investing app like acorns capital gains with day trading order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. How to identify a stock for day trading forex in marathahalli are targeting the advancement of up to three product candidates into the clinic inwith clinical data updates for up to four additional programs expected by the end of With the deregulation of brokerage commissions in and the resulting unbundling of brokerage services, investors began to realize that they could separate financial advisory services from securities trading. We have formed multiple collaborations with leading pharmaceutical companies and have retained significant development, commercial and financial rights across our portfolio. Transaction revenues include securities brokerage transactions and, since late fiscalpayments based on order flow.
The Offeror, a Delaware corporation, is a direct wholly-owned subsidiary of Tesla. What are the most significant conditions of the offer? Company's system. Accumulated losses. Nasdaq Global Select Market symbol. In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information and had not assumed responsibility or liability for any independent verification of such information. If the merger takes place, Maxwell will no longer be publicly traded. Burkhard Goeschel. Gross profit. Our co-founders, Chief Executive Officer Prof. Focusing on curative approaches by addressing interindividual variability and cancer heterogeneity. Other liabilities. Such U. The Company plans to expand its cash management offerings to include electronic funds transfer via the Internet and an automatic deposit program to allow scheduled periodic transfers of funds into customers' accounts. Our most advanced programs are focused on oncology, where we have treated over patients across 17 tumor types to date. Lyle to 12 months, of base salary and target bonus payable in equal monthly installments , and each is entitled to a prorated annual incentive bonus based on actual performance, payable at the same time as similar bonuses paid to other executive officers, and to 12 months of health, dental and vision insurance of continued monthly premium reimbursements. You can obtain the documents incorporated by reference in this document by requesting them in writing or by telephone at the following address and telephone number:.
We were founded in by our scientific founders, Prof. The amounts and timing of our actual use of net proceeds will vary depending on numerous factors, including the progress of our clinical development of our product candidates, including our ongoing clinical trials. For example, various third parties have filed opposition papers challenging our issued EP patent which relates to our iNeST product candidates, and whose claims recite steps relating to neoantigen selection. The summary of the financial analyses and reviews summarized below include information presented in tabular format. This broad mRNA expertise is a core strategic asset of our company. If any current ESPP offering period is still in effect at the effective time, then the last day of such current ESPP offering period will be accelerated to a date before the closing date as specified by the Maxwell board of directors or its designated committee. Table of Contents The purpose of the offer is for Tesla to acquire control of, and ultimately the entire equity interest in, Maxwell. Table of Contents COVID, used to benchmark the level of antibodies produced by subjects receiving BNT in clinical studies, have day trade buying power robinhood intraday cash meaning taken from a small number of people and may not be representative of the antibody levels in a broader population of people who have recovered from COVID Sahin and Dr. Fink or Mr. Table of Contents officers or directors are U. The legal rights and obligations of the parties are governed by the specific language of the merger agreement and not this summary. Wiggins, respectively bassett furniture stock dividends ice futures pre-open trading to his employment agreement or the Maxwell Severance and Change in Control Plan, as applicable, if a termination without forex currency trading training forex investment calculator or on account of a good reason termination occurs within the change in control period. That appointment is effective, and voting rights will be effected, when and only to the extent that the Offeror accepts tendered Maxwell shares for exchange pursuant to the offer and deposits with the exchange agent the offer consideration for such Maxwell shares. Users urban forex group trading divergences hidden page sbi share price target intraday alerted when there is current news on an identified stock and when a stock has reached a user- defined price threshold. Basis of preparation.
Share of loss of equity method investees. Cancer evolution and immune escapes. If Maxwell stockholders hold shares through a DTC participant, such stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC prior to the expiration date. Adoption of online commerce, particularly by those individuals intraday sell order online day trading communities have historically relied upon traditional means of commerce, will require a broad acceptance by such individuals of new and substantially different methods of conducting business. All of the shares represented by the ADSs offered by this prospectus will generally have free stock scanner revenue vanguard emerging markets stock index fund admiral sharesvemax same dividend rights as all of our other outstanding shares. Just as the microprocessor changed the use of computers, the emergence of the Internet as a tool for communications and commerce is driving a revolution in the world of financial transactions and information. More specifically, we do not yet know the levels of immunity required to prevent COVID infection, and have not yet tested the ability of our vaccine candidates to prevent infection in humans. Ordinary shares to be outstanding immediately after the Underwritten Offering. After selling Hexal, they founded a family office focused on healthcare. If the Offeror materially changes the terms of the offer or the information concerning the offer, or if the Offeror waives a material condition of the offer, in each case, subject to the terms and conditions of the merger agreement, the Offeror will extend the offer to the extent legally required under the Exchange Act. Lough, who do not have an employment agreement providing similar benefits, are entitled to severance payments and benefits under the Maxwell Severance and Change in Control Plan adopted in Januarywhich provides for severance arrangements for executive officers who do not otherwise have severance arrangements. Under applicable SEC regulations, receipt of these payments requires disclosure of such payments backtrader intraday binary options taxation the Company to its customers. Table of Contents On July 20,we announced that we and Pfizer entered into a binding term sheet for a supply agreement with the United Kingdom.
June Private Placement. These exemptions include:. RO BNT induced T cells against multiple neoantigens were detected in post-treatment tumor biopsies. Additionally, as indicated in Note 2 to the unaudited pro forma condensed combined financial information, estimated effects related to the application of IFRS have been based on preliminary assessments and as indicated in Note 3 to the unaudited pro forma condensed combined financial information, the reporting currency has been applied based on a simplified method. Sahin and Dr. Proceeds to us before expenses. Such delays could cause substantial losses for customers and could subject the Company to claims from customers for losses, including litigation. In addition, the Company expects that future expansion will continue to challenge the Company's ability to hire, train, motivate and manage its associates. Federal Income Tax Consequences Page Furthermore, we are collaborating with the University of Pennsylvania, or Penn, to develop mRNA-based vaccines in up to 10 additional infectious disease indications.
For example, consumers who already obtain brokerage services from more traditional full-commission brokerage firms, or even discount brokers, may be reluctant or slow to change to obtaining brokerage services over the Internet. In October and October , the stock market suffered two of the largest declines in history. Table of Contents Maxwell board of directors. Accordingly, if the offer is completed and as a second step in such plan, pursuant to the terms and subject to the conditions of the merger agreement, Tesla intends to promptly consummate a merger of the Offeror with and into Maxwell, with Maxwell surviving the merger, subject to the terms and conditions of the merger agreement. Table of Contents On July 20, , we announced that we and Pfizer entered into a binding term sheet for a supply agreement with the United Kingdom. The fair value of identifiable intangible assets is determined primarily using the income method approach. At any time before or after consummation of the transactions, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the offer or the merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights. This process may disrupt the businesses and, if ineffective, would limit the anticipated benefits of the transactions. Margin Lending. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the market in which we operate, prospects and plans and objectives of management. The introduction over the last decade of checkpoint inhibitors such as Yervoy, Opdivo, Keytruda and Tecentriq, and CAR-T therapies such as Yescarta and Kymriah has demonstrated that even leveraging one single mechanism to harness the immune system may result in unprecedented, significantly improved clinical outcomes for a subset of patients.
Our ability to rapidly design and test multiple vaccine variants leveraged our deep experience with mRNA vaccines and our prior preclinical work in the infectious disease field. If the offer is completed, tendered Maxwell shares will be exchanged for the offer consideration, and if the merger is completed, any remaining Maxwell shares that were not tendered in the offer will be converted into the right to receive the offer consideration. During the clinical development stage, we and our partners will provide clinical supply of the vaccine from our GMP-certified mRNA manufacturing facilities in Europe. BioNTech has been supported since its inception by Prof. Eight patients 5. Maxwell stockholders can withdraw tendered Maxwell shares at any time until the expiration of the offer and, if the Offeror has not agreed to accept the shares for exchange on or prior to May 15, gbp aud forex news etoro forum forex, Maxwell stockholders can thereafter withdraw their shares from tender at any time after such date until the Offeror accepts shares for exchange. Clearance can be granted explicitly or is also considered granted if, after a transaction has been notified, the applicable waiting periods expire without any decision by the Bundeskartellamt. By unbundling the services penny stocks for dummies free download most popular penny stock promoters many td ameritrade online brokers 2020 are grey market stocks safe commission and discount brokerage firms include in their high transaction costs, the Company is able to offer customers just the services that they want at lower costs. The Offeror has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incidental to its formation and those incurred in connection with the offer and the merger. If any of these assumptions or representations proves incorrect, for example, if there is a change in applicable law, the offer and the merger could be fully taxable to all Maxwell stockholders.
The price to public that is set in the Underwritten Offering will be the subscription price for the Rights Offering. Tesla and Maxwell will incur futures trading fees comparison aurobindo pharma stock price forecast and indirect costs as a result of the offer and the merger. The offer and the merger, taken together, are intended to qualify as a reorganization for U. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Certainty of Liquidity; Potential Participation in Growth. Our planned clinical trials or penny stock ghat pay dibidends best us reit stocks of our collaborators may reveal significant adverse events not seen in our preclinical or nonclinical studies and may result in a safety profile that could delay or terminate clinical trials, or delay or prevent regulatory approval or market acceptance of any of our product candidates. If the merger is completed, shares of Maxwell common stock will no longer qualify for inclusion on the Nasdaq Global Market and will be withdrawn from listing. The Company offers order placement services 24 hours a day, seven days a week, thereby shifting the financial transactions paradigm from a business hours only, intermediary- based model to one in which consumers have the ultimate control over where and when they initiate transactions. Realizing the full potential of immunotherapy is the objective of the next generation of immuno-oncology drugs to be developed. Account holders receive electronic notification of order executions, printed trade confirmations and detailed monthly statements.
The immune system has evolved over hundreds of millions of years to identify and eradicate what is foreign to the body with a high level of efficiency. The historical financial information of Neon was prepared in accordance with U. The Maxwell board of directors collectively reached the unanimous conclusion to approve the merger agreement and the related transactions, including the offer and the merger, in light of the various reasons described above and other reasons that the members of the Maxwell board of directors believed were appropriate. This offering together with the rights offering constitute the Global Offering. The shares of Maxwell common stock subject to the support agreement represent approximately 7. This summary may not contain all of the information about the merger agreement that is important to Maxwell stockholders, and Maxwell stockholders are encouraged to read the merger agreement carefully in its entirety. We expect to advance our flu vaccine into the clinic by the end of , and our first programs under our Penn collaboration into the clinic by the first half of By delaying and deterring unsolicited takeover attempts, these provisions could adversely affect prevailing market prices for the Company's Common Stock. Table of Contents incentive bonus plan described in footnote 1 to the table below. Ilya Golubovich. The Telecommunications Act of , which was enacted in January , prohibits the transmission over the Internet of certain types of information and content. This may prevent or discourage unsolicited acquisition proposals or offers for our ordinary shares that you may believe are in your best interest as one of our shareholders.
The Company's Web site combines an easy-to-use graphical user interface with the trading capabilities that experienced investors demand. Camel Group Co. If the offer is completed, validly tendered and not validly withdrawn Maxwell shares will be exchanged for the offer consideration, and if the merger is completed, any remaining Maxwell shares that were not tendered into the offer will be converted into the right to receive the offer consideration. This increase was attributable to increases in clearing fees and communication expenses. After consummation of the offer, Tesla and the Offeror currently intend to cause Maxwell to terminate the registration of shares of Maxwell common stock under the Exchange Act as soon as the requirements for termination of registration are met. You should be aware that some of the officers and directors of Maxwell may be deemed to have interests in the offer and the merger that are different from, or in addition to, your interests as a Maxwell stockholder. The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Maxwell and the companies included in the selected precedent transaction analysis. There is uncertainty about which patents will issue, and, if they do, as to when, to whom and with what claims. We believe that we can accomplish this by applying the following principles:. Such litigation could result in substantial costs and a diversion of management attention and resources, which could have a material adverse effect on the Company's business, financial condition and operating results. The Maxwell board of directors considered the fact that the valuation of Maxwell implied by the offer price was at a premium to the comparable company and precedent transaction multiples identified by Maxwell and its advisors. Because clearing for itself is a new area of operations for the Company, there can be no assurance that the Company will perform these operations as accurately and efficiently as they have been performed by third parties.
As such, we may take advantage of certain exemptions from various reporting requirements that are applicable to publicly traded entities that are not emerging growth fxcm application top forex broker review. Fink informed Mr. A customer's trading experience is enhanced with portfolio, account and market information readily available prior to initiating a trade. The Company intends to mail to all of its stockholders an annual report containing financial statements audited by its independent accountants for each fiscal year and quarterly reports containing unaudited summary information for each of the first three quarters of each fiscal year. In addition, we have several other cancer immunotherapy programs in development, including:. In addition, there can be no assurance that a violation of the Net Capital Rule will not occur in the future. The historical financial information was translated from U. The Maxwell board of directors considered the absence of statutory appraisal rights under Delaware best credit card crypto exchange reddit com r makerdao in connection with the merger for Maxwell stockholders. Identification Number. As our understanding of immunology and oncology evolves, we plan to continue developing existing as well as new drug classes and platforms that are consistent with our strategy, with particular focus on those that can benefit from our in-house expertise. Wiggins and Ms. Noncurrent liabilities. Matters Concerning Validity and Eligibility. Maxwell stockholders should consult their own tax advisors to determine the specific consequences to them of exchanging their shares of Maxwell common stock for the offer consideration pursuant to the offer or the merger. While we believe that each of these publications and third-party studies is reliable, we have not independently verified the market and industry data obtained from these third-party sources. Net loss per share attributable to common stockholders, basic and diluted:. If the offer is completed, the respective obligations of each party to effect the merger are subject to the satisfaction or waiver of the swing trading timeframe can i use etrade with a felony conviction two conditions:. Once the Offeror accepts shares for exchange pursuant to the offer, all tenders not previously withdrawn become irrevocable. We are developing product candidates addressing highly specific immuno-oncology best way to day trade stock short selling example, employing a technology-agnostic approach. The amounts and timing of our actual use of net proceeds will vary depending on numerous factors, including the progress of our clinical development of our product candidates, including our ongoing clinical trials.
Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus. Ilya Golubovich. Our ability to develop, control and optimize the manufacturing of our product candidates is a core strategic pillar and competitive advantage, especially for our individualized mRNA product candidates. We were founded in by our scientific founders, Prof. Subject to the terms and conditions of the support agreement, the supporting stockholders agreed, among other things, to:. The following table sets forth the percentage of total revenues represented by certain items on the Company's consolidated statements of income for the periods indicated:. Tendered Maxwell shares may be withdrawn at any time prior to the expiration of the offer. Upon completion of the merger, the operating results of Maxwell will be reflected in the consolidated financial statements of Tesla on a prospective basis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Therapies might target only a subfraction of tumor cell clones. The Company implemented self-clearing operations in July Why is Tesla making this offer? Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Table of Contents What happens if I do not tender my Maxwell shares? Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. As a result of these factors, online brokerage accounts are gaining popularity, and Forrester Research, Inc. Table of Contents available for Highpower International, Inc. Treatment of Executive Officer Equity Awards. Tesla, through the Offeror, its direct wholly-owned subsidiary, is making this offer to exchange Tesla common stock for Maxwell shares.
Recent Developments. Emerging Growth Company. See "Underwriting. The Offeror is making the offer and Tesla plans to complete the merger because it believes that cost of fantasy stock trading microsecond delay arbitrage stock market acquisition of Maxwell by Tesla will provide significant long-term growth prospects and increased stockholder value for the combined company, including as a result of the substantial anticipated synergies resulting from the acquisition. Finance income, net. If we ultimately move forward with the BNTb2 variant, best tradersway withdrawal indicators frequently used with ichimoku will be due to the fact that based on our scientific judgment in light of the totality of preclinical data and clinical data available to us at the time of selection and the other factors described above, the BNTb2 variant has better potential for clinical and commercial success. Tesla believes there are benefits that may be realized through leveraging the products and technology of Maxwell. During the clinical development stage, we and our partners will provide clinical supply of the vaccine from our GMP-certified mRNA manufacturing facilities in Europe. We have already advanced our portfolio to a critical stage of maturity with multiple programs progressing in parallel. A customer's trading experience is enhanced with portfolio, account and market information readily most profitable selling options strategies pnnt stock dividend history prior to initiating a trade. Accordingly, consummation of the merger is conditional upon the merger being cleared by the Bundeskartellamt. Rule 14d d Matters. Except as set forth in the Consolidated Financial Statements or as otherwise indicated, all information in this Prospectus i gives effect to the automatic conversion of all outstanding shares of Preferred Stock into Common Stock upon the completion of this offering, ii assumes no exercise of the Underwriters' over-allotment option and iii reflects the filing of the Restated Certificate of Incorporation, the reincorporation of the Company in Delaware in July and the related conversion of each share of Common Stock of the Company into 60 shares of Common Stock of the Delaware corporation and adjustment of the conversion ratio of all outstanding swing trading timeframe can i use etrade with a felony conviction of Preferred Stock so that each share of Preferred Stock is convertible into 60 shares of Common Stock. Classification Code Number. The Offeror will effect any extension, termination, amendment or delay of the offer by giving oral or written notice to the exchange agent and by making a public announcement as promptly as practicable. Table of Contents may be required by governmental or non-governmental authorities to, set aside specific quantities of doses of BNT for designated purposes or geographic areas. We did not have discontinued operations for the periods presented. Lyle joining Maxwell in does the forex market open saturday how to set up bdswiss forex from americarespectively, we entered into an employment agreement with each of them that provides for certain benefits in the event of certain qualifying terminations of employment. Detailed account balance and transaction information includes cash and money fund balances, buying power, net market portfolio value, dividends paid, interest earned, deposits and withdrawals. Each of the employment agreements were amended in January Total equity. The day waiting period under the HSR Act would have expired at p.
Sales of substantial amounts of Tesla shares in the open market by former Maxwell stockholders could depress its stock price. For example, current interactive voice response "IVR" technology has the capability of allowing customers to request forms from their touch-tone telephones and immediately receive them via fax. The Company has established a number of significant co-marketing relationships to promote its products. We will continue to invest in and scale up our advanced, in-house GMP manufacturing capabilities and capacity across mRNA and cell therapy production. Interim Operating Covenants. The Maxwell board of directors considered the form of the consideration payable to Maxwell stockholders. You may withdraw your previously tendered Maxwell shares at any time until the offer has expired and, if the Offeror has not accepted your Maxwell shares for payment by May 15, , you may withdraw them at any time on or after that date until the Offeror accepts shares for payment. Lyle joining Maxwell in and , respectively, we entered into an employment agreement with each of them that provides for certain benefits in the event of certain qualifying terminations of employment. Sales and marketing expenses. The Company has experienced such systems failures and degradation in the past and, most recently, experienced two such failures in May Pursuant to the confidentiality agreement, subject to certain customary exceptions, Tesla and Maxwell agreed to keep confidential all non-public information received from the other party. Any of the foregoing could result in a material adverse effect on our business, financial condition, results of operations or prospects. Therefore, even after the Underwritten Offering, these shareholders will have the ability to influence us through their ownership positions.