United Airlines 2015 Annual Report Download - page 22
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carryforwards will also depend on the amount of taxable income it generates in future periods. Its NOL carryforwards may expire before the Company can
generate sufficient taxable income to use them in full.
UAL’s amended and restated certificate of incorporation limits certain transfers of its stock, which limits are intended to preserve our ability to use our
NOL carryforwards, and these limits could have an effect on the market price of UAL common stock.
To reduce the risk of a potential adverse effect on the Company’s ability to use its NOL carryforwards for federal income tax purposes, UAL’s amended and
restated certificate of incorporation contains a 5% ownership limitation. This limitation generally remains effective until February 1, 2017, or until such later
date as may be approved by the Board of Directors in its sole discretion. The limitation prohibits (i) an acquisition by a single stockholder of shares that
results in that stockholder owning 5% or more of UAL common stock and (ii) any acquisition or disposition of common stock by a stockholder that already
owns 5% or more of UAL common stock, unless prior written approval is granted by the Board of Directors.
Any transfer of common stock in violation of these restrictions will be void and will be treated as if such transfer never occurred. This provision of UAL’s
amended and restated certificate of incorporation may impair or prevent a sale of common stock by a stockholder and adversely affect the price at which a
stockholder can sell UAL common stock. In addition, this limitation may have the effect of delaying or preventing a change in control of the Company,
creating a perception that a change in control cannot occur or otherwise discouraging takeover attempts that some stockholders may consider beneficial,
which could also adversely affect the market price of the UAL common stock. The Company cannot predict the effect that this provision in UAL’s amended
and restated certificate of incorporation may have on the market price of the UAL common stock. For additional information regarding the 5% ownership
limitation, please refer to UAL’s amended and restated certificate of incorporation available on the Investor Relations section of the Company’s website at
http://ir.united.com.
None.
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Source: United Continental Holdings, Inc., 10-K, February 18, 2016 Powered by Morningstar® Document Research℠
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