Orbitz 2009 Annual Report Download - page 26

publicly-traded company. Until Travelport ceases to beneficially own shares entitled to 33% or more of the
votes entitled to be cast by the holders of our then outstanding common stock, the prior consent of Travelport
is required for:
• any consolidation or merger of us or any of our subsidiaries with any person, other than a subsidiary;
• any sale, lease, exchange or other disposition or any acquisition or investment, other than certain
permitted investments, by us, other than transactions between us and our subsidiaries, or any series of
related dispositions or acquisitions, except for those for which we give Travelport at least 15 days prior
written notice and which involve consideration not in excess of $15 million in fair market value, except
(1) any disposition of cash equivalents or investment grade securities or obsolete or worn out equipment
and (2) the lease, assignment or sublease of any real or personal property, in each case, in the ordinary
course of business;
• any change in our authorized capital stock or our creation of any class or series of capital stock;
• the issuance or sale by us or one of our subsidiaries of any equity securities or equity derivative
securities or the adoption of any equity incentive plan, except for (1) the issuance of equity securities
by us or one of our subsidiaries to Travelport or to another restricted subsidiary of Travelport and
(2) the issuance by us of equity securities under our equity incentive plans in an amount not to exceed
$15 million per year in fair market value annually;
• the amendment of various provisions of our certificate of incorporation and bylaws;
• the declaration of dividends on any class of our capital stock;
• the authorization of any series of preferred stock;
• the creation, incurrence, assumption or guaranty by us or any of our subsidiaries of any indebtedness
for borrowed money, except for (1) up to $675 million of indebtedness at any one time outstanding
under our credit agreement and (2) up to $25 million of other indebtedness so long as we give
Travelport at least 15 days prior written notice of the incurrence thereof;
• the creation, existence or effectiveness of any consensual encumbrance or consensual restriction by us
or any of our subsidiaries on (1) payment of dividends or other distributions, (2) payment of
indebtedness, (3) the making of loans or advances and (4) the sale, lease or transfer of any properties or
assets, in each case, to Travelport or any of its restricted subsidiaries;
• any change in the number of directors on our board of directors, the establishment of any committee of
the board, the determination of the members of the board or any committee of the board, and the filling
of newly created memberships and vacancies on the board or any committee of the board; and
• any transactions with affiliates of Travelport involving aggregate payments or consideration in excess of
$10 million, except (1) transactions between or among Travelport or any of its restricted subsidiaries,
including us; (2) the payment of reasonable and customary fees paid to, and indemnities provided for
the benefit of, officers, directors, employees or consultants of Travelport, any of its direct or indirect
parent companies or any of its restricted subsidiaries, including us; (3) any agreement as in effect on
the date of the consummation of this offering; and (4) investments by The Blackstone Group and
certain of its affiliates in our or our subsidiaries’ securities so long as (i) the investment is being offered
generally to other investors on the same or more favorable terms and (ii) the investment constitutes less
than 5% of the proposed or outstanding issue amount of such class of securities.
These restrictions could prevent us from being able to pursue transactions or relationships that would
otherwise be in the best interests of our stockholders. These restrictions could also limit stockholder value by
preventing a change of control that you might consider favorable.
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