Item 1A - Risk Factors
−Removed: In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A, "Risk Factors" in the Company’s 2020 Annual Report on Form 10-K.
−Removed: The risk factors set forth in our 2020 Form 10-K are updated by the following risks:
−Removed: Risks Related to our Pending Acquisition
−Removed: Our ability to complete the proposed acquisition of Valley is subject to the receipt of approval from various regulatory agencies.
−Removed: Prior to the transactions contemplated in the Valley acquisition agreement being consummated, the Company and Valley must obtain certain regulatory approvals, including approvals of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the California Department of Financial Protection and Innovation.
−Removed: The terms and conditions of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the Company or its business following the acquisition, or require changes to the terms of the transactions completed by the Valley acquisition agreement.
−Removed: There can be no assurance that the regulators will not impose any such conditions, obligations or restrictions;
−Removed: and that such conditions, limitations, obligations or restrictions will not have the effect of delaying or preventing completion of any of the transactions contemplated by the Valley acquisition agreement, imposing additional material costs on or materially limiting the revenues of the Company following the acquisition or otherwise reduce the anticipated benefits of the acquisition if the acquisition was consummated successfully within the expected timeframe, any of which might have an adverse effect on the Company following the acquisition.
−Removed: We face risks and uncertainties related to our proposed acquisitions of Valley.
−Removed: Uncertainty about the effect of the proposed acquisition on personnel and customers may have an adverse effect on us.
−Removed: These uncertainties may impair our ability to attract, retain, and motivate key personnel until the acquisition is consummated and for a period of time thereafter, and could cause customers and others that deal with us to seek to change their existing business relationships with us.
−Removed: Employee retention may be particularly challenging during the pendency of the acquisition, as employees may experience uncertainty about their roles with the Company following the acquisition.
−Removed: The Valley branches to be acquired by the Company have operated and, until the completion of the acquisition, will continue to operate independently.
−Removed: The ultimate success of the acquisition, including anticipated benefits and cost savings, among other things, will depend, in part, on our ability to successfully combine and integrate our and Valley’s businesses in a manner that facilitates growth opportunities and realizes anticipated cost savings.
−Removed: It is possible that the integration process could result in the loss of key employees, the loss of customers, the disruption of the companies' ongoing business, unexpected integration issues, higher than expected integration costs, and an integration process that takes longer than originally anticipated.
−Removed: Also, if the Company experiences difficulties or delays with the integration process, the anticipated benefits of the acquisition may not be realized fully, or at all.
−Removed: The definitive agreement between the Company and Valley may be terminated in accordance with its terms.
−Removed: The Valley acquisition agreement is subject to a number of conditions which need to be fulfilled in order to consummate the proposed acquisition.
−Removed: These conditions include, among other things, the approval of Valley’s stockholders, the receipt of all required regulatory approvals, the absence of any order, injunction, or other legal restraint, subject to certain exceptions, the accuracy of representations and warranties under the Valley acquisition agreement, our and Valley’s performance of our and their respective obligations under the Valley acquisition agreement in all material aspects, and each of our and Valley’ receipt of a tax opinion to the effect that the acquisition will be treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
−Removed: The conditions to the closing of the acquisition may not be fulfilled in a timely manner or at all, and accordingly, the acquisition may be delayed or may not be completed.
−Removed: We and Valley may opt to terminate the Valley acquisition agreement under certain circumstances.
−Removed: Among other situations, if the acquisition is not completed by April 30, 2022, either we or Valley may choose not to proceed with the acquisition.
−Removed: We and Valley can also mutually decide to terminate the Valley acquisition agreement at any time.
−Removed: Shareholder litigation could prevent or delay the closing of the proposed acquisition of Valley or otherwise negatively impact our business and operations.
−Removed: Lawsuits may be filed against us, Valley, or the directors and officers of either company relating to the proposed acquisition.
−Removed: Litigation filed against us, our Board of Directors, or Valley and its Board of Directors could prevent or delay the completion of the acquisition, cause us to incur additional costs, or result in the payment of damages following completion of the acquisition.
−Removed: The defense or settlement of any lawsuit or claim that remains unresolved at the effective time of the acquisition may adversely affect the combined company's business, financial condition, results of operation, cash flows, and market price.
+Added: In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, “Item 1A.
+Added: Risk Factors” in our 2021 Annual Report on Form 10-K, which could materially affect our business, financial condition, or results of operations.
+Added: In the first quarter of 2022, we identified the following additional risk factor:
+Added: Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on the Company’s results of operations and financial condition.
+Added: Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on the Company’s results of operations and financial condition.
+Added: The macroeconomic environment in the United States is susceptible to global events and volatility in financial markets.
+Added: For example, trade negotiations between the U.S.
+Added: and other nations remain uncertain and could adversely impact economic and market conditions for the Company and its clients and counterparties.
+Added: In addition, global demand for products may exceed supply during the economic recovery from the COVID-19 pandemic, and such shortages may cause inflation, adversely impact consumer and business confidence, and adversely affect the economy as well as the Company’s financial condition and results.
+Added: Specifically, on February 24, 2022, Russian military forces invaded Ukraine, and sustained conflict and disruption in the region is likely.
+Added: Although the length, impact and outcome of the ongoing war in Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.
+Added: The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time.
+Added: Any of the above-mentioned factors could affect our business, financial condition and operating results.
+Added: Any such disruptions may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q and our Form 10-K for the year ended December 31, 2021.
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.