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absence, absent, advisor, American, appraisal, automatically, aware, Berthold, borne, clearance, conduct, constitute, consummate, consummating, consummation, criminal, declared, defense, desirable, desired, Devon, diminish, discharge, discourage, distraction, divert, DOJ, East, effort, emission, encourage, enforcement, enjoin, equitable, exacerbated, exercise, experience, expertise, facilitate, failure, fee, formulating, Fort, found, fractional, FTC, fully, healthy, HSR, iii, illegal, Indian, injunction, injunctive, inquiry, intact, intervening, knowingly, knowledge, lawsuit, license, lieu, magnitude, manner, merit, monetary, Native, Notification, NYSE, opportunity, ordinary, overseeing, partner, perspective, plaintiff, printing, proceeding, prohibiting, promptly, prospective, recommendation, recommending, recruitment, requisite, rescind, responding, retention, safe, safety, satisfaction, satisfied, satisfying, solicit, standalone, stockholder, stop, submit, threatened, timeframe, training, tribunal, unacceptable, unanimously, unanticipated, unexpected, unsolicited, unutilized, usage, valorem, violation, vote, waiting, waive, waived, waiver, withdraw
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Financial report summary
?Risks
- Public health events that are outside of our control, including pandemics, epidemics and infectious disease outbreaks, such as the recent global outbreak of COVID-19, have materially and adversely affected, and may further materially and adversely affect, our business.
- The market price for Devon common stock following the closing may be affected by factors different from those that historically have affected or currently affect Devon common stock and WPX common stock.
- Devon stockholders and WPX stockholders, in each case as of immediately prior to the Merger, will have reduced ownership in the combined company.
- Devon and WPX must obtain certain regulatory approvals and clearances to consummate the Merger, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair consummation of the Merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the Merger.
- The Merger is subject to a number of conditions to the obligations of both Devon and WPX to complete the Merger, which, if not fulfilled, or not fulfilled in a timely manner, may delay completion of the Merger or result in termination of the Merger Agreement.
- Uncertainties associated with the Merger may cause a loss of management personnel and other key employees of WPX, which could adversely affect the future business and operations of Devon following the Merger.
- The business relationships of Devon and WPX may be subject to disruption due to uncertainty associated with the Merger, which could have a material adverse effect on the results of operations, cash flows and financial position of Devon or WPX pending and following the Merger.
- Devon or WPX may waive one or more of the closing conditions without re-soliciting stockholder approval.
- WPX directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the WPX stockholders generally.
- The Merger Agreement limits Devon’s and WPX’s respective ability to pursue alternatives to the Merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require Devon or WPX to pay the other party a termination fee.
- Failure to complete the Merger could negatively impact Devon’s or WPX’s stock price and have a material adverse effect on their results of operations, cash flows and financial position.
- The shares of Devon common stock to be received by WPX stockholders upon the completion of the Merger will have different rights from shares of WPX common stock.
- Completion of the Merger may trigger change in control or other provisions in certain agreements to which WPX is a party.
- Devon and WPX are expected to incur significant transaction costs in connection with the Merger, which may be in excess of those anticipated by them.
- Litigation relating to the Merger could result in an injunction preventing the completion of the Merger and/or substantial costs to Devon and WPX.