US Airways 2003 Annual Report Download - page 128

Voting Securities on Schedule 13G (or any successor Schedule); provided further, that if any such individual, entity or group subsequently becomes
required to or does report its ownership of Outstanding Group Common Stock and Outstanding Group Voting Securities on Schedule 13D (or any
successor Schedule) then, for purposes of this Section 1.4(a), such individual, entity or group shall be deemed to have first acquired, on the first date on
which such individual, entity or group becomes required to or does so file, beneficial ownership of all of the Outstanding Group Common Stock and
Outstanding Group Voting Securities beneficially owned by it on such date; or
(b) Individuals who, as of the date hereof, constitute the Group's Board of Directors (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Group Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by Group's shareholders, was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests; or
(c) There is consummated a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding Group Common Stock and Outstanding Group Voting Securities
immediately prior to such reorganization, merger or consolidation, beneficially own, directly or indirectly, less than 85% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation (or any parent thereof) in substantially
the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Group Common Stock
and the Outstanding Group Voting Securities, as the case may be; or
(d) Approval by the shareholders of Group of a complete liquidation or dissolution of Group or the consummation of the sale or other disposition
of all or substantially all of the assets of Group, other than to a corporation with respect to which, following such sale or other disposition, more than
85% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Group Common Stock and the
Outstanding Group Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Group Common Stock and Outstanding Group Voting Securities, as the case
may be.
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