US Airways 2004 Annual Report Download - page 145

(c) The Board of Directors shall have power and authority to
create and issue (whether or not in connection with the issue and sale of any
stock or other securities of the Corporation) warrants, rights or options
entitling the holders thereof to purchase from the Corporation any shares of any
class or classes or any other securities of the Corporation for such
consideration and to such persons, firms or corporations as the Board of
Directors, in its sole discretion, may determine, setting aside from the
authorized but unissued stock of the Corporation the requisite number of shares
for issuance upon the exercise of such warrants, rights or options. Such
warrants, rights or options shall be evidenced by such instrument or instruments
as shall be approved by the Board of Directors. The terms upon which, the time
or times (which may be limited or unlimited in duration) at or within which, and
the price or prices at which any such shares or other securities may be
purchased from the Corporation upon the exercise of any such warrant, right or
option shall be such as shall be fixed and stated in a resolution or resolutions
of the Board of Directors providing for the creation and issue of such warrants,
rights or options.
ARTICLE VII
LIMITATIONS OF OWNERSHIP BY NON-CITIZENS
SECTION 7.01 DEFINITIONS.
(a) "Act" shall mean the Federal Aviation Act of 1958, as amended
(Title 49 United States Code) or as the same may be from time to time amended.
(b) "Beneficial Ownership," "Beneficially Owned" or "Owned
Beneficially" refers to beneficial ownership as defined in Rule 13d-3 (without
regard to the 60-day provision in paragraph (d)(l)(i) thereof under the
Securities Exchange Act of 1934, as amended.
(c) "Foreign Stock Record" shall have the meaning set forth
Section 7.03.
(d) "Non-Citizen" shall mean any person or entity who is not a
"Citizen of the United States" as defined in Section 101 of the Act, including
any agent, trustee or representative of a Non-Citizen.
(e) "Own or Control" or "Owned or Controlled" shall mean (i)
ownership of record, (ii) beneficial ownership or (iii) the power to direct, by
agreement, agency or in any other manner, the voting of Stock. Any determination
by the Board of Directors as to whether Stock is Owned or Controlled by a
Non-Citizen shall be final.
(f) "Permitted Percentage" shall mean twenty five percent (25%) of
the voting power of the Stock.
(g) "Stock" shall mean the outstanding capital stock of the
corporation entitled to vote; provided, however, that for the purpose of
determining the voting power of Stock that shall at any time constitute the
Permitted Percentage, the voting Power of Stock outstanding shall not be
adjusted downward solely because shares of Stock may not be entitled to vote by
reason of any provision of this Article 7.
13.