Avis 2006 Annual Report Download - page 28

Table of Contents
Moreover, the Separation and Distribution Agreement provides for cross-indemnities designed to place financial responsibility of certain
liabilities and other obligations with the proper company. Any failure by Realogy, Wyndham Worldwide or Travelport to pay any of their
assumed liabilities when due or to indemnify us when required may cause a material adverse affect on our results of operations.
Risks related to our common stock
The market price of our shares may fluctuate widely.
We cannot predict the prices at which our common stock will trade. The market price of our common stock may fluctuate widely, depending
upon many factors, some of which may be beyond our control, including:
Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These
broad market fluctuations may adversely affect the trading price of our common stock.
Your percentage ownership may be diluted in the future.
Your percentage ownership may be diluted in the future because of equity awards that we granted to our directors, officers and employees and
the accelerated vesting of other equity awards. As disclosed in the notes to our financial statements included herein, on August 1, 2006, we
granted approximately 1.8 million restricted stock units and approximately 0.5 million stock-settled stock appreciation rights. While we
anticipate that the value of annual grants in future years will be lower than the August 2006 grant, we do expect to grant restricted stock units
and/or other types of equity awards in the future.
Our stockholder rights plan and provisions in our certificate of incorporation and by-laws, and of Delaware law may prevent or delay an
acquisition of our company, which could decrease the trading price of our common stock.
Our amended and restated certificate of incorporation, amended and restated by-laws and Delaware law contain provisions that are intended to
deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to
encourage prospective acquirors to negotiate with our Board of Directors rather than to attempt a hostile takeover. These provisions include,
among others:
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our quarterly or annual earnings, or those of other companies in our industry;
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actual or anticipated fluctuations in our operating results;
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changes in accounting standards, policies, guidance, interpretations or principles;
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announcements by us or our competitors of significant acquisitions or dispositions;
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changes in earnings estimates by securities analysts or our ability to meet those estimates;
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the operating and stock price performance of other comparable companies;
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overall market fluctuations; and
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general economic conditions.
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elimination of the right of our stockholders to act by written consent;
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rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;