Orbitz 2011 Annual Report Download - page 15

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Our certificate of incorporation limits our ability to engage in many transactions without the consent of Travelport.
Our certificate of incorporation provides Travelport with a greater degree of control and influence in the operation of our
business and the management of our affairs than is typically available to a stockholder of a 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 $15.0 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 $15.0 million per year in fair market value;
• 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 $675.0 million of indebtedness at any one time outstanding under our credit agreement
and (2) up to $25.0 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
$10.0 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
our stockholders might consider favorable.
We are dependent on Travelport for our GDS services.
To varying extents, suppliers use GDSs to connect their products and services with travel companies, who in turn make
these products and services available to travelers for booking. Under our GDS service agreement with Travelport, we are
required, subject to certain exceptions, to utilize Galileo and Worldspan, which are subsidiaries of Travelport, for a significant
portion of our GDS services, and our contractual obligations to Travelport for GDS services may limit our ability to pursue
alternative GDS options. As a result, if Travelport became unwilling or was unable to provide these services to us, we may not
be able to obtain alternative providers on a commercially reasonable basis, in a timely manner or at all, and our business would