We depend on key personnel to operate our business, and if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be adversely affected.
We may be required to replace or expand our existing floorplan credit facility, and/or to secure additional debt and equity capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and if such capital is not available, it could have a material adverse effect on our business, financial condition and results of operations.
Sourcing vehicles via competitive or direct purchases exposed us, and may continue to expose us, to additional risks and has increased, and may continue to increase, those risks to which we have been exposed in the past.
Our ability to attract and retain effective sales and reconditioning professionals may adversely affect our business.
The final Exchange Ratio will be determined in accordance with a formula and is not yet knowable. The number of shares of Shift Common Stock that our stockholders will receive as Merger Consideration and the market value of the Merger Consideration payable to our stockholders are uncertain.
The market price of Shift Common Stock will continue to fluctuate after the Shift Merger.
The Shift Merger may not be completed, and the Shift Merger Agreement may be terminated in accordance with its terms.
Failure to complete the Shift Merger could negatively impact the future business and financial results of the Company and the market price of our common stock.
The market price for shares of Shift Common Stock following the completion of the Contemplated Shift Transactions may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market price of shares of our common stock.
Until the completion of the Shift Merger or the termination of the Shift Merger Agreement pursuant to its terms, we are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to the Company and our stockholders.
Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Contemplated Shift Transactions.
The Shift Merger, and uncertainty regarding the Shift Merger, may cause business partners or vendors to delay or defer decisions concerning the Company and adversely affect the company’s ability to effectively manage its business, which could adversely affect the company’s business, operating results and financial position.
Whether or not the Shift Merger is completed, the announcement and pendency of the Shift Merger could cause disruptions in the businesses of the Company, which could have an adverse effect on our businesses and financial results.
The Shift Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with the Company.
The Shift Merger will involve substantial costs.
Lawsuits have been, and may in the future be, filed against the Company and members of its board of directors challenging the Shift Merger, and an adverse ruling in any such lawsuit may prevent the Shift Merger from becoming effective or from becoming effective within the expected time frame.
If the Shift Merger does not qualify as a reorganization, there may be adverse tax consequences.
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