Item 7.01 Regulation FD Disclosure.
The parties have now satisfied all requisite foreign and
Forward-Looking Statements
This communication contains forward-looking statements, including statements
regarding the effects of the proposed acquisition of the Company by Parent. In
addition, other statements in this communication that are not historical facts
or information may be forward-looking statements. The forward-looking statements
in this communication are based on information available at the time the
statements are made and/or management's belief as of that time with respect to
future events and involve risks and uncertainties that could cause actual
results and outcomes to be materially different. Important factors that could
cause such differences include, but are not limited to: the occurrence of any
event, change or other circumstances that could give rise to the termination of
the merger agreement; uncertainties as to the timing of consummation of the
merger, if at all; the inability to complete the proposed merger due to the
failure to satisfy conditions to completion of the proposed merger; risks
related to disruption of management's attention from the Company's ongoing
business operations due to the transaction; the effect of the announcement of
the proposed merger on the Company's relationships with its customers, operating
results and business generally; the risk that the proposed merger will not be
consummated in a timely manner; the impact of the COVID-19 pandemic; the
competition we face; the expansion of competition in the cloud communications
market; risks related to the acquisition or integration of businesses we have
acquired; our ability to adapt to rapid changes in the cloud communications
market; the nascent state of the cloud communications for business market; our
ability to retain customers and attract new customers cost-effectively;
developing and maintaining market awareness and a strong brand; developing and
maintaining effective distribution channels; security breaches and other
compromises of information security; risks associated with sales of our services
to medium-sized and enterprise customers; our reliance on third-party hardware
and software; our dependence on third-party vendors; system disruptions or flaws
in our technology and systems; our ability to comply with data privacy and
related regulatory matters; our ability to scale our business and grow
efficiently; the impact of fluctuations in economic conditions, particularly on
our small and medium business customers; the effects of significant foreign
currency fluctuations; our ability to obtain or maintain relevant intellectual
property licenses or to protect our trademarks and internally developed
software; fraudulent use of our name or services; restrictions in our debt
agreements that may limit our operating flexibility; our ability to obtain
additional financing if required; retaining senior executives and other key
employees; intellectual property and other litigation that have been and may be
brought against us; rapid developments in global API regulation and
uncertainties relating to regulation of VoIP services; risks associated with
legislative, regulatory or judicial actions regarding our business products;
reliance on third parties for our 911 services; liability under anti-corruption
laws or from governmental export controls or economic sanctions; actions of
activist shareholders; risks associated with the taxation of our business;
governmental regulation and taxes in our international operations; our history
of net losses and ability to achieve consistent profitability in the future; our
ability to fully realize the benefits of our net operating loss carry-forwards
if an ownership change occurs; risks associated with the settlement and
conditional conversion of our Convertible Senior Notes; potential effects the
capped call transactions may have on our stock in connection with our
Convertible Senior Notes; certain provisions of our charter documents; and other
factors that are set forth in the "Risk Factors" in our Annual Report on Form
10-K and in the Company's Quarterly Reports on Form 10-Q filed with the
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