Avis 2011 Annual Report Download - page 29

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failure by the separated companies to pay any of their assumed liabilities when due or to indemnify us when required may
adversely impact our results of operations, financial condition or cash flows.
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 experienced
substantial volatility in the past and may fluctuate widely, depending upon many factors, some of which may be beyond our
control, including:
 our quarterly or annual earnings, or those of other companies in our industry, including our key suppliers;
 actual or anticipated fluctuations in our operating results;
 changes in accounting standards, policies, guidance, interpretations or principles;
 announcements by us or our competitors of acquisitions, dispositions, strategies, marketing affiliations, projections,
fleet costs, pricing actions or other competitive actions;
 changes in earnings estimates by securities analysts or our ability to meet those estimates;
 changes in investors’ and analysts’ perceptions of our industry, business or related industries;
 the operating and stock price performance of other comparable companies;
 overall market fluctuations; and
 general economic conditions and conditions in the credit markets.
Our shareholders’ percentage of ownership may be diluted in the future.
Our shareholders’ percentage of ownership may be diluted in the future due to equity issuances, conversion of our
convertible senior notes due 2014, the exercise of warrants that we issued in 2009 or equity awards that we granted or will
grant to our directors, officers and employees. Holders of our convertible senior notes may convert their notes into up to 21
million shares of our common stock. In 2011, we granted approximately 1.1 million restricted stock units and in January
2012, we granted approximately 1.6 million restricted stock units. We also expect to grant restricted stock units, stock options
and/or other types of equity awards in the future.
Provisions in our certificate of incorporation and corporate by-laws, as well as requirements under Delaware law, could
prevent or delay a potential 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 laws in the State of Delaware
contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such
practices or bids unacceptably expensive to the prospective acquirer and to encourage prospective acquirers to negotiate with
our Board of Directors rather than to attempt a hostile takeover. These provisions include, among others:
 elimination of the right of our stockholders to act by written consent;
 rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;
 the right of our Board of Directors to issue preferred stock without stockholder approval; and
 limitations on the right of stockholders to remove directors.
Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15%
or more of our outstanding common stock.