888953--3/10/2010--ONLINE_RESOURCES

related topics

{stock, price, share}

{system, service, information}

{product, market, service}

{regulation, change, law}

{stock, price, operating}

{regulation, government, change}

{property, intellectual, protect}

{competitive, industry, competition}

{personnel, key, retain}

{financial, litigation, operation}

{tax, income, asset}

{control, financial, internal}

{acquisition, growth, future}

The failure to retain existing end-users or changes in their continued use of our services will adversely affect our operating results. Any failure of our clients to effectively market our services could have a material adverse effect on our business. Demand for low-cost or free online financial services and competition may place significant pressure on our pricing structure and revenues and may have an adverse effect on our financial condition. If we are unable to expand or adapt our services to support our clients and their end-users needs, our business may be materially adversely affected. If we lose a material client, our business may be adversely impacted. Consolidation of the financial services industry could negatively impact our business. Our failure to compete effectively in our markets would have a material adverse effect on our business. Our quarterly financial results are subject to fluctuations, which could have a material adverse effect on the price of our stock. Goodwill recorded on our balance sheet may become impaired, which could have a material adverse effect on our operating results. Our limited ability to protect our proprietary technology and other rights may adversely affect our ability to compete. Our failure to properly develop, market or sell new products could adversely affect our business. If we are found to infringe the proprietary rights of others, we could be required to redesign our products, pay royalties or enter into license agreements with third parties. System failures could hurt our business and we could be liable for some types of failures the extent or amount of which cannot be predicted. Security breaches could have a material adverse effect on our business. The potential obsolescence of our technology or the offering of new, more efficient means of conducting account presentation and payments services could negatively impact our business. We rely on internally developed software and systems as well as third-party products, any of which may contain errors and bugs. The failure to attract or retain our officers and skilled employees could have a material adverse effect on our business. Our recent change of chief executive officer may be viewed negatively and have an adverse impact on our business. We could be sued for contract or product liability claims and lawsuits may disrupt our business, divert management s attention or have an adverse effect on our financial results. Failure to comply with financial network operating rules could reduce the value of our services to our clients and make those services more costly to provide. Government regulation could interfere with our business. If we cannot maintain a satisfactory rating from the federal depository institution regulators, we may lose existing clients and have difficulty attracting new clients. We could be affected by future laws or regulations enacted in response to climate change concerns and other actions. We are exposed to costs and risks associated with complying with corporate governance and disclosure standards. If we are unable to expand our financial reporting capabilities to accommodate our rapid growth, we could fail to prevent or detect material errors and have to restate our financial statements. Any such restatement could increase our litigation risk, limit our access to the capital markets and reduce investor confidence, which may adversely affect the market price of our common stock. Risks Related to Our Capital Structure Our stock price is volatile. We have a substantial number of shares of common and convertible preferred stock outstanding, including shares issued in connection with certain acquisitions and shares that may be issued upon exercise of grants under our equity compensation plans that, if sold, could affect the trading price of our common stock. We have a significant amount of debt and redeemable preferred stock which will have to be repaid and may adversely affect our financial performance. Our plans to operate and grow may be limited if we are unable to obtain sufficient financing. Holders of our outstanding preferred stock have liquidation and other rights that are senior to the rights of the holders of our common stock. Holders of our Series A-1 Preferred Stock have voting rights that may restrict our ability to take corporate actions. Holders of our Series A-1 Preferred Stock have a redemption right. Future offerings of debt, which would be senior to our common stock upon liquidation, and/or preferred equity securities which may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock.

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888953--3/10/2010--ONLINE_RESOURCES_CORP