US Airways 2007 Annual Report Download - page 1191

Company or US Airways entitled to vote generally in the election of directors ("Voting Power"); or
(c) the Company or US Airways shall consummate a merger, consolidation or reorganization of the Company or US Airways or any other similar
transaction or series of related transactions (collectively, a "Merger Transaction") other than (A) a Merger Transaction in which the voting securities
of the Company or US Airways outstanding immediately prior thereto become (by operation of law), or are converted into or exchanged for, voting
securities of the surviving corporation or its parent corporation immediately after such Merger Transaction that are owned by the same person or
entity or persons or entities as immediately prior thereto and possess at least 50% of the Voting Power held by the voting securities of the surviving
corporation or its parent corporation, or (B) a Merger Transaction effected to implement a recapitalization of the Company or US Airways (or
similar transaction) in which no person (excluding the Company or US Airways 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
(d) the Company or US Airways shall sell or otherwise dispose of, or consummate a transaction or series of related transactions providing for the sale or
other disposition of, all or substantially all of the stock or assets of US Airways or shall enter into a plan for the complete liquidation of either the
Company or US Airways.
Miscellaneous
This Agreement constitutes the entire agreement between you and the Company regarding travel benefits and is the complete, final, and exclusive
embodiment of our agreement with regard to this subject matter, and it supersedes any other agreements or promises made to you by the Company, whether
oral, written or implied, regarding travel benefits. The Agreement is entered into without reliance on any promise or representation other than those expressly
contained herein.
This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among
Delaware residents entered into and performed entirely within Delaware.
This Agreement shall inure to the benefit of, and be binding upon the Company and its successors and assigns, including without limitation, any person or
entity that may hereafter acquire or succeed to all or substantially all of the business or assets of the Company or US Airways by any means whether direct or
indirect, by purchase, merger, consolidation or otherwise, other than in the vent of a liquidation of the Company or US
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