AmazonScience/document-haystack

1• the receipt of required regulatory approvals;2• effectiveness of the registration statement on Form S-4 to be filed by us in connection with the Transaction; and3• the absence of any order, injunction, decree or other legal restraint preventing the completion of the Transaction.4Each party’s obligation to complete the Transaction is also subject to certain additional customary conditions, including:5• subject to certain exceptions, the accuracy of the representations and warranties of the other party;6• performance in all material respects by the other party of its obligations under the Merger Agreement; and7• receipt by such party of an opinion from its counsel to the effect that the Merger and the Second Step Merger, taken 8together, will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, 9as amended. 10These conditions to the closing of the Transaction may not be fulfilled in a timely manner, or at all, and, accordingly, the 11Transaction may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, 12before or after receipt of the requisite approvals by our stockholders or Discover’s stockholders, or either party may elect to 13terminate the Merger Agreement in certain other circumstances.14As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations or costs, 15require divestitures or place restrictions on our conduct after the closing of the Transaction. Such conditions or changes and the 16process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Transaction 17or of imposing additional costs or limitations on us following the Transaction, any of which may have an adverse effect on us.18Either party may also be subject to lawsuits challenging the Transaction, and adverse rulings in these lawsuits may delay or 19prevent the Transaction from being completed or require either party to incur significant costs to defend or settle these lawsuits. 20Any delay in completing the Transaction could cause us not to realize, or to be delayed in realizing, some or all of the benefits 21that we expect to achieve if the Transaction is successfully completed within its expected time frame.22We expect to incur substantial expenses related to the Transaction and to the integration of Discover.23We have incurred and expect to incur a number of costs associated with the Transaction and the integration of Discover. These 24costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit -related 25costs, public company filing fees and other regulatory fees and financial printing and other related costs. There are also a large 26number of processes, policies, procedures, operations, technologies and systems that may need to be integrated.27While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect 28the total amount or the timing of the integration expenses. Moreover, many of the expenses that we will incur are, by their 29nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to 30achieve from the elimination of duplicative expenses and the realization of economies of scale. These integration expenses may 31result in us taking charges against earnings as a result of the Transaction or the integration of Discover, and the amount and 32timing of such charges are uncertain at present.33We may fail to realize all of the anticipated benefits of the Transaction, or those benefits may take longer to realize than 34expected due to factors that may be outside our control or Discover’s control. We may also encounter significant difficulties 35in integrating Discover.36We may fail to realize the anticipated benefits of the proposed Transaction, including, among other things, anticipated revenue 37and cost synergies, due to factors that may be outside either party’s control, including, but not limited to, changes in laws or 38regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise, or 39general economic, political, legislative or regulatory conditions, and the outcome of any legal or regulatory proceedings that 40may be currently pending or later instituted against us (before or after the Transaction) or against Discover.41Both parties have operated and, until the completion of the Transaction, will continue to operate, independently. The success of 42the Transaction, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully integrate 43Discover’s operations in a manner that results in various benefits and that does not materially disrupt existing customer 44relationships or result in decreased revenues due to loss of customers, as well as our ability to successfully integrate Discover 4524 Capital One Financial Corporation (COF)46The secret tool is a "saw".