Orbitz 2012 Annual Report Download - page 14

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As a practical matter, Travelport and its controlling holders will be able to exert significant influence and even control
over matters put to a vote of our stockholders so long as they continue to indirectly own a significant amount of our outstanding
voting stock, even if that amount is less than 50%.
Actual or potential conflicts of interest may develop between our management and directors as well as the management and
directors of Travelport.
Jeff Clarke serves as Chairman of our Board of Directors and is the Chairman of the Travelport Board of Directors.
Martin J. Brand, who is a Managing Director at The Blackstone Group, currently serves on the Board of Directors of Travelport
and serves on our Board of Directors. The fact that Mr. Clarke and Mr. Brand hold positions with Travelport and us could
create, or appear to create, potential conflicts of interest when they face decisions that may affect two or more of these entities.
In addition, Jill A. Greenthal and Robert L. Friedman, who are Senior Advisors in the Private Equity Group of The Blackstone
Group, currently serve on our Board of Directors. Affiliates of The Blackstone Group exercise control over Travelport's
ultimate parent company and therefore, the fact that Ms. Greenthal and Mr. Friedman hold positions with The Blackstone
Group could create, or appear to create, a potential conflict of interest when either of them face decisions that affect both
Travelport and us.
Further, our certificate of incorporation provides that no officer or director of Travelport who is also an officer or
director of ours may be liable to us or our stockholders for a breach of any fiduciary duty by reason of the fact that any such
individual directs a corporate opportunity to Travelport instead of us or does not communicate information regarding a
corporate opportunity to us because the officer or director has directed the corporate opportunity to Travelport. These
provisions may have the effect of exacerbating the risk of conflicts of interest between Travelport and us because the provisions
effectively shield an overlapping director/executive.
Potential conflicts of interest could arise in connection with the resolution of any dispute between Travelport and us
regarding the terms of commercial agreements between the parties or their affiliates. Potential conflicts of interest could also
arise if we enter into any other commercial arrangements with Travelport in the future.
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 the following matters:
• 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