Avis 2012 Annual Report Download - page 31

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 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
approximately 8 million shares of our common stock. In 2012, we granted approximately 1.9 million restricted stock units
and in January 2013, we granted approximately 1.0 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.
We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential
acquirors to negotiate with our Board of Directors and by providing our Board with more time to assess any acquisition
proposal. These provisions are not intended to make our Company immune from takeovers. However, these provisions apply
even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board
of Directors determines is not in the best interests of our Company and our stockholders.
Conversion of our convertible senior notes due 2014 and the note hedge and warrant transactions entered into in
connection with the issuance of the notes may have an adverse impact on the price of our common stock.
Any of the following transactions and activities could adversely affect the value of our common stock in connection with our
issuance of 3.5% convertible senior notes due 2014 and the note hedge and warrant transactions entered into in connection
with such outstanding notes:
 the conversion of some or all of our convertible senior notes, any sales by noteholders in the public market of our
common stock issued upon such conversion and any selling of our common stock (including short selling) due to the
existence of the notes;
 the exercise of some or all of the warrants, any sales by warrantholders in the public market of our common stock
issued upon such exercise of the warrants and any selling of our common stock (including short selling) due to the
existence of the warrants; and
 the entry into, or the modification or the unwinding of, various derivative transactions with respect to our common