TripAdvisor 2011 Annual Report Download - page 35

Table of Contents
A decline in the price of shares of our Common Stock might impede our ability to raise capital through the issuance of additional shares of
our Common Stock or other equity securities.
Anti
-takeover provisions in our organizational documents and Delaware law may discourage or prevent a change of control, even if an
acquisition would be beneficial to our stockholders, which could affect our stock price adversely and prevent attempts by our stockholders to
replace or remove our current management.
Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change of control of our company or changes
in our board of directors that our stockholders might consider favorable. Some of these provisions:
We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit certain business
combinations with stockholders owning 15% or more of our outstanding voting stock. These and other provisions in our certificate of
incorporation, bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our Board of
Directors or initiate actions that are opposed by our then-current Board of Directors, including a merger, tender offer or proxy contest involving
our company. Any delay or prevention of a change of control transaction or changes in our Board of Directors could cause the market price of
our Common Stock to decline.
None.
We lease approximately 108,000 square feet for our corporate headquarters in Newton, Massachusetts, pursuant to a lease with an
expiration date of April 2015.
We also lease an aggregate of approximately 112,000 square feet at 18 other locations across North America, Europe and Asia Pacific,
primarily for our international management teams, sales offices, and subsidiary headquarters, pursuant to leases with expiration dates through
December 2015.
We believe that our current facilities are adequate for our current operations and that additional leased space can be obtained on reasonable
terms if needed.
In the ordinary course of business, we and our subsidiaries are parties to legal proceedings and claims involving alleged infringement of
third-party intellectual property rights, defamation, and other claims . Rules of the SEC require the description of material pending legal
proceedings, other than ordinary, routine litigation incident to the registrant’s business, and advise that proceedings ordinarily need not be
described if they primarily involve damages claims for amounts (exclusive of interest and costs) not individually exceeding 10%
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• Authorize the issuance of preferred stock which can be created and issued by the Board of Directors without prior stockholder
approval, with rights senior to those of our Common Stock;
•
Stipulate that the Chairman of the Board of Directors may only be removed without cause by the affirmative vote of at least 80% of
the entire Board of Directors and such provision may not be amended, altered, changed or repealed or any provision inconsistent
therewith adopted without the approval of at least (i) 80% of the entire Board of Directors and (ii) 80% of the voting power of our
outstanding voting securities; and
•
Prohibit our stockholders from filling board vacancies or calling special stockholder meetings.
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings