US Airways 2004 Annual Report Download - page 169

notice is given, or, if notice is waived by all stockholders entitled to vote at
the meeting, at the close of business on the day next preceding the day on which
the meeting was held and (ii) the record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
(c) A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 6.05 REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares as the person entitled to exercise the rights referred to in
Section 6.04 and shall not be bound to recognize any equitable or other claim to
or interest in any such shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise expressly
provided by the laws of the State of Delaware.
SECTION 6.06 ADDITIONAL POWERS OF THE BOARD. (a) In addition to
those powers set forth in Section 4.01, the Board of Directors shall have power
and authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation.
(b) The Board of Directors may appoint and remove transfer agents
and registrars of transfers, and may require all stock certificates to bear the
signature of any such transfer agent and/or any such registrar of transfers.
(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.
14.