US Airways 2004 Annual Report Download - page 279

nomination for election by Holdings' stockholders, was approved
by a vote of at least two-thirds of the directors then comprising
the Incumbent Board shall be considered as though such an
individual were a member of the Incumbent Board; or
(B) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), other than the Company, acquires
(directly or indirectly) the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of more
than 50% of the combined voting power of the then outstanding
voting securities of AWA or Holdings entitled to vote generally
in the election of directors ("Voting Power"); or
(C) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act), that is controlled
(directly or indirectly, through ownership share or voting power)
by any former executive officer(s) of Holdings either (a)
acquires (directly or indirectly) the beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of more than 50% of the outstanding shares of Holdings Class
A Common Stock, or (b) elects or appoints one or more
representatives to the Board; or
(D) Holdings or AWA shall consummate a merger, consolidation or
reorganization of Holdings or AWA or any other similar
transaction or series of related transactions (collectively, a
"Transaction") other than (A) a Transaction in which the voting
securities of Holdings or AWA outstanding immediately prior
thereto become (by operation of law), or are to be converted into
or exchanged for, voting securities of the surviving corporation
or its parent corporation immediately after such Transaction that
are owned by the same person or entity or persons or entities as
immediately prior thereto and possess at least 75% of the Voting
Power held by the voting securities of the surviving corporation
or its parent corporation, or (B) a Transaction effected to
implement a recapitalization of Holdings or AWA (or similar
transaction) in which no person (excluding Holdings or AWA or any
person who held more than 50% of the Voting Power immediately
prior to such Transaction) acquires more than 50% of the Voting
Power; or
2.