Common use of Market for Shares Clause in Contracts

Market for Shares. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and will reduce the number of holders of Shares. This could adversely affect the liquidity and market value of the remaining Shares held by the public. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NASD for continued inclusion in the Nasdaq National Market, which require that an issuer have at least 200,000 publicly held shares, held by at least 400 stockholders or 300 holders of round lots, with a market value of at least $1,000,000 and have net tangible assets of at least $1,000,000. If the Shares were no longer eligible for inclusion in the Nasdaq National Market, they may nevertheless continue to be included in the Nasdaq SmallCap Market unless, among other things, the number of holders of Shares were to fall below 300, the number of publicly held Shares were to fall below 100,000 or there were not at least two registered and active market makers for Shares, in which case the NASD's rules provide that the Shares would no longer be "qualified" for Nasdaq Stock Market reporting and the Nasdaq Stock Market would cease to provide any quotations. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of Shares are not considered as being publicly held for this purpose. The Company has informed Purcxxxxx xxxt, as of November 20, 1997, there were approximately 1,245 holders of record or through nominee or street name accounts with brokers of Shares and that, as of close of business on such date, 29,723,431 Shares were issued and outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of the NASD for continued inclusion in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market and Shares are no longer included in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market, as the case may be, the market for Shares could be adversely affected. In the event that Shares no longer meet the requirements of the NASD for continued inclusion in any tier of the Nasdaq Stock Market, it is possible that such Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price quotations would be reported by such exchanges or through other sources. However, the extent of the public market for Shares and the availability of such quotations would depend upon such factors as the number of Stockholders and/or the aggregate market value of Shares remaining at such time, the interest in maintaining a market in Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of Shares. Exchange Act Registration. The Shares are currently registered under the Exchange Act. The purchase of Shares pursuant to the Offer may result in Shares becoming eligible for deregistration under the Exchange Act. Registration of Shares may be terminated upon application of the Company to the Commission if the Shares are not listed on a national securities exchange and there are fewer than 300 record holders. The termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of the Shares and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with Stockholders' meetings and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. Furthermore, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of the securities pursuant to Rule 144 under the Securities Act of 1933. Parent intends to seek to cause the Company to apply for termination of registration of the Shares under the Exchange Act as soon as practicable following completion of the Offer as the requirements for such termination are met. If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger. The Shares are currently "margin securities" under the rules of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares for the purpose of buying, carrying, or trading in securities ("purpose loans"). Depending upon factors similar to those described above with respect to listing and market quotations, it is possible that, following the Offer, the Shares might no longer constitute "margin securities" for the purposes of the Federal Reserve 32 35 Board's margin regulations and therefore could no longer be used as collateral for purposes of loans made by brokers. 14.

Market for Shares. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and will reduce the number of holders of Shares. This could adversely affect the liquidity and market value of the remaining Shares held by the public. Depending upon the number aggregate market value and per Share price of any Shares not purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NASD standards for continued inclusion in on the Nasdaq NASDAQ National Market, Market which require requires that an issuer have at least 200,000 750,000 publicly held shares, shares with a market value of five million dollars held by at least 400 stockholders or 300 holders of holding round lots, with a market value of at least $1,000,000 lots and have net tangible assets of at least $1,000,000four million dollars. If these standards are not met, the Shares were no longer eligible for inclusion in the Nasdaq National Market, they may might nevertheless continue to be included on the NASDAQ Stock Market with quotations published in the Nasdaq SmallCap Market unlessNASDAQ "additional list" or in one of the "local lists." However, among other things, if the number of holders of Shares were to fall shares of common stock falls below 300400, or if the number of publicly held Shares were to fall shares of common stock falls below 100,000 750,000, or if there were are not at least two registered and active market makers for Sharessuch shares, in which case the NASD's NASD rules provide that the Shares common stock would no longer be "qualified" for Nasdaq NASDAQ Stock Market reporting reporting, and the Nasdaq NASDAQ Stock Market would cease to provide any quotations. Shares Xxxxxx held directly or indirectly by directorsan officer or director of the Company, officers or by any beneficial owners owner of more than 10% of Shares are the Shares, ordinarily will not be considered as being publicly held for this purpose. The Company has informed Purcxxxxx xxxt, as of November 20, 1997, there were approximately 1,245 holders of record or through nominee or street name accounts with brokers of Shares and that, as of close of business on such date, 29,723,431 Shares were issued and outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares Common Stock no longer meet meets the requirements of the NASD for continued inclusion in the Nasdaq National Market or in any other tier of the Nasdaq NASDAQ Stock Market Market, and Shares are the Common Stock is no longer included in the Nasdaq National Market or in any other tier of the Nasdaq NASDAQ Stock Market, as the case may be, the market for such Shares could be adversely affected. In the event that Shares the Common Stock no longer meet meets the requirements of the NASD for continued inclusion in any tier of the Nasdaq NASDAQ Stock Market, it is possible that such Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price quotations would might still be reported by such exchanges or through available from other sources. However, the The extent of the public market for such Shares and the availability of such quotations would would, however, depend upon such factors as the number of Stockholders and/or the aggregate market value holders of such Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act Act, as described below below, and other factors. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of Shares. Exchange Act Registration. The Shares are currently registered under the Exchange Act. The purchase of Shares pursuant to the Offer may result in Shares becoming eligible for deregistration under the Exchange Act. Registration of Shares may be terminated upon application of the Company to the Commission if the Shares are not listed on a national securities exchange and there are fewer than 300 record holders. The termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of the Shares and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with Stockholders' meetings and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. Furthermore, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of the securities pursuant to Rule 144 under the Securities Act of 1933. Parent intends to seek to cause delist from the Company to apply for termination of registration of the Shares under the Exchange Act NASDAQ National Market as soon as practicable following completion the consummation of the Offer as the requirements for such termination are met. If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act will be terminated and in any event following the consummation of the Merger. The Shares are currently "margin securities" under the rules of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares for the purpose of buying, carrying, or trading in securities ("purpose loans"). Depending upon factors similar to those described above with respect to listing and market quotations, it is possible that, following the Offer, the Shares might no longer constitute "margin securities" for the purposes of the Federal Reserve 32 35 Board's margin regulations and therefore could no longer be used as collateral for purposes of loans made by brokers. 14.

Market for Shares. The purchase of the Shares by Purchaser pursuant to the Offer will reduce the number of the Shares that might otherwise trade publicly and will reduce the number of holders of the Shares. This , which could adversely affect the liquidity and market value of the remaining Shares held by the public. Depending upon the number of the Shares purchased pursuant to the OfferOffer and the Stock Option, the Shares may no longer meet the requirements of the NASD NASDAQ for continued inclusion in the Nasdaq National Market, which require that an issuer have at least 200,000 publicly held shares, held by at least 400 stockholders or 300 holders listing and may be delisted from NASDAQ. Parent intends to seek delisting of round lots, with a market value of at least $1,000,000 and have net tangible assets of at least $1,000,000. If the Shares were with NASDAQ following consummation of the Merger. Stock Quotation. According to published guidelines of NASDAQ, the Shares would no longer eligible for inclusion in the Nasdaq National Market, they may nevertheless continue to be included in the Nasdaq SmallCap Market unlessquoted on NASDAQ if, among other things, the number of publicly held Shares (excluding the Shares held directly or indirectly by officers, directors and any person who is a beneficial owner of more than 10% of the Shares) were less than 200,000, the aggregate market value of publicly held Shares were less than $1,000,000 or there were fewer than 400 holders of the Shares or 300 holders in round lots. If these standards were not met, quotations might continue to fall below 300be published in the over-the-counter "additional list" or one of the "local lists" unless, as set forth in published guidelines of NASDAQ, the number of publicly held Shares were to fall below was less than 100,000 or there were fewer than 300 holders in total. According to information furnished to Purchaser by the Company, as of the close of business on January 15, 1999, there were 172 holders of record of the Shares not at least two registered including beneficial holders of the Shares held in street name, and active there were 6,202,993 Shares outstanding. If the Shares were to cease to be quoted on NASDAQ, the market makers for Shares, in which case the NASD's rules provide Shares could therefor be adversely affected. It is possible that the Shares would no longer be "qualified" for Nasdaq Stock Market reporting and the Nasdaq Stock Market would cease to provide any quotations. Shares held directly traded or indirectly by directors, officers or beneficial owners of more than 10% of Shares are not considered as being publicly held for this purpose. The Company has informed Purcxxxxx xxxt, as of November 20, 1997, there were approximately 1,245 holders of record or through nominee or street name accounts with brokers of Shares and that, as of close of business on such date, 29,723,431 Shares were issued and outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of the NASD for continued inclusion in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market and Shares are no longer included in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market, as the case may be, the market for Shares could be adversely affected. In the event that Shares no longer meet the requirements of the NASD for continued inclusion in any tier of the Nasdaq Stock Market, it is possible that such Shares would continue to trade quoted on other securities exchanges or in the over-the-the- counter market market, and that price quotations would be reported by such exchanges exchanges, or through other sources. However, the The extent of the public market for the Shares and the availability of such quotations would would, however, depend upon such factors as the number of Stockholders shareholders and/or the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of Shares. Exchange Act Registration. The Shares are currently registered under the Exchange Act. The purchase of Shares pursuant to the Offer may result in Shares becoming eligible for deregistration under the Exchange Act. Registration of Shares may be terminated upon application of the Company to the Commission if the Shares are not listed on a national securities exchange and there are fewer than 300 record holders. The termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of the Shares and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with Stockholders' meetings and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Sharesother factors. Furthermore, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of the securities pursuant to Rule 144 under the Securities Act of 1933. Parent intends to seek to cause the Company to apply for termination of registration of the Shares under the Exchange Act as soon as practicable following completion of the Offer as the requirements for such termination are met. If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger. The Shares are currently "margin securities" under the rules of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares for the purpose of buying, carrying, or trading in securities ("purpose loans"). Depending upon factors similar to those described above with respect to listing and market quotations, it is possible that, following the Offer, the Shares might no longer constitute "margin securities" for the purposes of the Federal Reserve 32 35 Board's margin regulations and therefore could no longer be used as collateral for purposes of loans made by brokers. 14.31

Market for Shares. The purchase of Shares by Purchaser pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and will may reduce the number of holders of Shares. This , which could adversely affect the liquidity and market value of the remaining Shares held by the public. Depending upon STOCK QUOTATION. The Shares are quoted on the Nasdaq National Market. According to published guidelines of the National Association of Securities Dealers, the Shares might no longer be eligible for quotation on the Nasdaq National Market if, among other things, either - the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NASD for continued inclusion in the Nasdaq National Market, which require that an issuer have at least 200,000 publicly held sharesis less than 750,000, held by at least there are fewer than 400 stockholders or 300 holders of round lots, with a the aggregate market value of at least $1,000,000 and have net tangible assets of at least $1,000,000. If the Shares were no longer eligible for inclusion in the Nasdaq National Market, they may nevertheless continue to be included in the Nasdaq SmallCap Market unless, among other things, the number of holders of Shares were to fall below 300, the number of publicly held Shares were to fall below 100,000 or is less than $5,000,000, stockholder's equity is less than $10,000,000 and there were not at least are fewer than two registered and active market makers for the Shares; or - the number of Shares publicly held is less than 1,100,000, in which case there are fewer than 400 holders of round lots, the NASDaggregate market value of publicly held Shares is less than $15,000,000, there are fewer than four registered and active market makers, and either (i) Travelocity's rules provide that market capitalization is less than $50,000,000 or (ii) the Shares would no longer be "qualified" total assets and total revenue of Travelocity for Nasdaq Stock Market reporting and the Nasdaq Stock Market would cease to provide any quotationsmost recently completed fiscal year or two of the last three most recently completed fiscal years, is less than $50,000,000. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. The Company has informed Purcxxxxx xxxtAccording to Travelocity's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, as of November 20, 1997, there were approximately 1,245 holders of record or through nominee or street name accounts with brokers of Shares and that, as of the close of business on such dateNovember 9, 29,723,431 2001, there were 16,921,738 Shares outstanding. If the Shares were issued and outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of the NASD for continued inclusion in cease to be quoted on the Nasdaq National Market or in any other tier of the Nasdaq Stock Market and Shares are no longer included in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market, as the case may be, the market for the Shares could be adversely affected. In the event that Shares no longer meet the requirements of the NASD for continued inclusion in any tier of the Nasdaq Stock Market, it It is possible that such the Shares would continue to trade be traded or quoted on other securities exchanges or in the over-the-counter market market, and that price quotations would be reported by such exchanges exchanges, or through the National Association of Securities Dealers Automated Quotation System Inc. ("NASDAQ") or other sources. However, the The extent of the public market for the Shares and the availability of such quotations would would, however, depend upon such factors as the number of Stockholders stockholders and/or the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of Shares. Exchange Act Registration. The Shares are currently registered under the Exchange Act. The purchase of Shares pursuant to the Offer may result in Shares becoming eligible for deregistration under the Exchange Act. Registration of Shares may be terminated upon application of the Company to the Commission if the Shares are not listed on a national securities exchange and there are fewer than 300 record holders. The termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of the Shares and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with Stockholders' meetings and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. Furthermore, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of the securities pursuant to Rule 144 under the Securities Act of 1933. Parent intends to seek to cause the Company to apply for termination of registration of the Shares under the Exchange Act as soon as practicable following completion of the Offer as the requirements for such termination are met. If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger. The Shares are currently "margin securities" under the rules of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares for the purpose of buying, carrying, or trading in securities ("purpose loans"). Depending upon factors similar to those described above with respect to listing and market quotations, it is possible that, following the Offer, the Shares might no longer constitute "margin securities" for the purposes of the Federal Reserve 32 35 Board's margin regulations and therefore could no longer be used as collateral for purposes of loans made by brokers. 14factors.

Market for Shares. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and will reduce the number of holders of Shares. This could adversely affect the liquidity and market value of the remaining Shares held by the public. Depending upon the number of Stock Quotation. The Shares purchased pursuant to the Offer, the are traded on AMEX. The Shares may might no longer meet the requirements of the NASD for continued inclusion in the Nasdaq National Market, which require that an issuer have at least 200,000 publicly held shares, held by at least 400 stockholders or 300 holders of round lots, with a market value of at least $1,000,000 and have net tangible assets of at least $1,000,000. If the Shares were no longer be eligible for inclusion in the Nasdaq National Market, they may nevertheless continue to be included in the Nasdaq SmallCap Market unlessquotation on AMEX if, among other things, the number of Shares publicly held were less than 200,000, there were fewer than 300 holders of Shares were to fall below 300round lots, the number aggregate market value of the publicly held Shares were to fall below 100,000 or there were not at least two registered and active market makers for Shares, in which case the NASD's rules provide that the Shares would no longer be "qualified" for Nasdaq Stock Market reporting and the Nasdaq Stock Market would cease to provide any quotationswas less than $1,000,000. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. The Company has informed Purcxxxxx xxxtAccording to the Company, as of November 20April 13, 19972000, there were approximately 1,245 78 holders of record or through nominee or street name accounts with brokers of Shares (not including beneficial holders of Shares in street name), and that, as of close of business on such dateApril 13, 29,723,431 2000, there were 7,960,304 shares outstanding. If the Shares were issued and outstanding. If, as a result of to cease to be quoted on the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of the NASD for continued inclusion in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market and Shares are no longer included in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market, as the case may beAMEX, the market for the Shares could be adversely affected. In the event that Shares no longer meet the requirements of the NASD for continued inclusion in any tier of the Nasdaq Stock Market, it It is possible that such the Shares would continue to trade be traded or quoted on other securities exchanges or in the over-the-counter market market, and that price quotations would be reported by such exchanges exchanges, or through Nasdaq or other sources. However, the The extent of the public market for the Shares and the availability of such quotations would would, however, depend upon such factors as the number of Stockholders stockholders and/or the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act as described below and other factors. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of Shares. Exchange Act Registration. The Shares are currently registered under the Exchange Act. The purchase of Shares pursuant to the Offer may result in Shares becoming eligible for deregistration Such registration under the Exchange Act. Registration of Shares Act may be terminated upon application of the Company to the Commission if the Shares are not neither listed on a national securities exchange and there are fewer than nor held by 300 record holdersor more holders of record. The termination Termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of its stockholders and to the Shares Commission and would make certain provisions of the Exchange ActAct no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b)) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with Stockholdersstockholders' meetings meetings, the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of the such securities pursuant to Rule 144 promulgated under the Securities Act of 1933may be impaired or eliminated. Parent The Company intends to seek to cause the Company to apply for termination of registration of the Shares Common Stock under the Exchange Act as soon as practicable following completion after the consummation of the Offer as the requirements for such termination are met. If registration of the Shares is not terminated prior to the Merger, then the Shares will be delisted from all stock exchanges and the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger. Margin Regulations. The Shares are currently "margin securities," as such term is defined under the rules of the Board of Governors regulations of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares for the purpose of buying, carrying, or trading in securities ("purpose loans")Shares. Depending upon factors similar to those described above with respect to regarding listing and market quotations, it is possible that, following the Offer, the Shares might would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve 32 35 Board's margin regulations Board and therefore could no longer be used as collateral for purposes of loans made by brokers. 14In any event, the Shares will cease to be "margin securities" if registration of the Shares under the Exchange Act is terminated.