What changed in this filing

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Item 1A. Risk Factors

2021-08-18 compared with 2021-05-19 · 15 added, 14 removed, 397 unchanged (7% of the section changed)

11 unchanged sentences

Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we and Maxim expect to achieve if the merger is successfully completed within its expected time frame.

Additionally, either we or Maxim may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the merger is not completed by July 12, 2021 (which date may be extended under certain circumstances).

Additionally, either we or Maxim may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the merger is not completed by October 12, 2021 (which date may be extended to January 12, 2022 under certain circumstances relating to outstanding regulatory approvals).

Under certain circumstances, including if the proposed merger is terminated due to a failure to obtain the required regulatory clearances, we may be required to pay Maxim a termination fee of $830.0 million.

11 unchanged sentences

These restrictions may prevent us from making appropriate changes to our business or organizational structure or from pursuing attractive business opportunities that may arise prior to the completion of the merger, and could have the effect of delaying or preventing other strategic transactions.

Adverse effects arising from these restrictions during the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the Merger Agreement.

Adverse effects arising from these restrictions during the

pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the Merger Agreement.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in our business, which could have an adverse effect on our business and financial results.

24 unchanged sentences

There can be no assurances that our respective businesses can be integrated successfully.

It is possible that the integration process could result in the loss of key employees from both companies, the loss of customers, the disruption of our, Maxim’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

The combined company will be required to devote management attention and resources to integrating its business practices and operations, and prior to the merger,

management attention and resources will be required to plan for such integration.

post-completion integration process that takes longer than originally anticipated.

The combined company will be required to devote management attention and resources to integrating its business practices and operations, and prior to the merger, management attention and resources will be required to plan for such integration.

Potential difficulties the combined company may encounter in the integration process include the following:

24 unchanged sentences

We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, and suppliers, which may cause even further disruption.

Although these alterations to our business practices are intended to minimize the spread of COVID-19, we cannot provide assurance that such measures will be sufficient to mitigate the risks posed by COVID-19, and if a significant

number of our employees or members of our board of directors become ill, our ability to perform critical functions could be harmed.

Although these alterations to our business practices are intended to minimize the spread of COVID-19,

we cannot provide assurance that such measures will be sufficient to mitigate the risks posed by COVID-19, and if a significant number of our employees or members of our board of directors become ill, our ability to perform critical functions could be harmed.

The COVID-19 pandemic has significantly increased economic and demand uncertainty and has caused an economic slowdown that is likely to continue and could result in a global recession.

2 unchanged sentences

We cannot at this time fully quantify or forecast the impact of the COVID-19 pandemic on our business.

The full extent of the impact of the impact of the pandemic on our business, financial condition and results of operations will depend on the effectiveness of vaccines and therapeutics and future developments, which are highly uncertain, including the continued duration and severity of the pandemic, the actions to contain the virus or treat its impact, or how quickly and to what extent normal economic and operating conditions can resume.

The full extent of the impact of the pandemic on our business, financial condition and results of operations will depend on future developments, which are highly uncertain, including the continued duration and severity of the pandemic, the spread of more contagious variants of the virus, the adoption rate of vaccines, the actions to contain the virus or treat its impact, or how quickly and to what extent normal economic and operating conditions can resume.

Political and economic uncertainty as well as disruptions in global credit and financial markets could materially and adversely affect our business and results of operations.

86 unchanged sentences

Our effective tax rate reflects the applicable tax rate in effect in the various tax jurisdictions around the world where our income is earned.

Our effective tax rate for the first three and six months of the fiscal year ending October 30, 2021 was below our U.S.

Our effective tax rate for the first three and nine months of the fiscal year ending October 30, 2021 was below our U.S.

federal statutory rate of 21%.

5 unchanged sentences

deferred taxes arising from basis differences in investments in foreign subsidiaries;

any adverse resolution of ongoing tax audits or adverse rulings from taxing authorities worldwide, including our current transfer pricing appeal in Ireland;

any adverse resolution of ongoing tax audits or adverse rulings from taxing authorities worldwide;

changes in the valuation of our deferred tax assets and liabilities;

adjustments to income taxes upon finalization of various tax returns;

increases in expenses not

deductible for tax purposes, including executive compensation subject to the limitations of Section 162(m) of the Internal Revenue Code and amortization of assets acquired in connection with strategic transactions;

adjustments to

income taxes upon finalization of various tax returns;

increases in expenses not deductible for tax purposes, including executive compensation subject to the limitations of Section 162(m) of the Internal Revenue Code and amortization of assets acquired in connection with strategic transactions;

decreased availability of tax deductions for stock-based compensation awards worldwide;

123 unchanged sentences

The market price of our common stock has been volatile in the past and may be volatile in the future, as it may be significantly affected by factors including:

• the extent of the impact and the duration of the COVID-19 outbreak;

• the extent of the impact and the duration of the COVID-19 pandemic;

• global economic conditions generally;

94 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors