US Airways 2009 Annual Report Download - page 28

Table of Contents
• a requirement that holders of at least 80% of the voting power of the shares entitled to vote in the election of directors approve
amendment of the amended and restated bylaws; and
• super-majority voting requirements to modify or amend specified provisions of US Airways Group's amended and restated
certificate of incorporation.
These provisions are not intended to prevent a takeover, but are intended to protect and maximize the value of US Airways Group's
stockholders' interests. While these provisions have the effect of encouraging persons seeking to acquire control of our company to
negotiate with our board of directors, they could enable our board of directors to prevent a transaction that some, or a majority, of our
stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace
incumbent directors. In addition, US Airways Group is subject to the provisions of Section 203 of the Delaware General Corporation
Law, which prohibits business combinations with interested stockholders. Interested stockholders do not include stockholders, such as
our equity investors at the time of the merger, whose acquisition of US Airways Group's securities is approved by the board of directors
prior to the investment under Section 203.
Our charter documents include provisions limiting voting and ownership of our equity interests, which includes our common stock
and our convertible notes, by foreign owners.
Our charter documents provide that, consistent with the requirements of Subtitle VII of Title 49 of the United States Code, as
amended, or as the same may be from time to time amended (the "Aviation Act"), any person or entity who is not a "citizen of the United
States" (as defined under the Aviation Act and administrative interpretations issued by the Department of Transportation, its predecessors
and successors, from time to time), including any agent, trustee or representative of such person or entity (a "non-citizen"), shall not own
(beneficially or of record) and/or control more than (a) 24.9% of the aggregate votes of all of our outstanding equity securities (as
defined, which definition includes our capital stock, securities convertible into or exchangeable for shares of our capital stock, including
our outstanding convertible notes, and any options, warrants or other rights to acquire capital stock) (the "voting cap amount") or
(b) 49.9% of our outstanding equity securities (the "absolute cap amount"). If non-citizens nonetheless at any time own and/or control
more than the voting cap amount, the voting rights of the equity securities in excess of the voting cap amount shall be automatically
suspended in accordance with the provisions of our bylaws. Voting rights of equity securities, if any, owned (beneficially or of record) by
non-citizens shall be suspended in reverse chronological order based upon the date of registration in the foreign stock record. Further, if
at any time a transfer of equity securities to a non-citizen would result in non-citizens owning more than the absolute cap amount, such
transfer shall be void and of no effect, in accordance with provisions of our bylaws. Certificates for our equity securities must bear a
legend set forth in our amended and restated certificate of incorporation stating that such equity securities are subject to the foregoing
restrictions. Under our bylaws, it is the duty of each stockholder who is a non-citizen to register his, her or its equity securities on our
foreign stock record. In addition, our bylaws provide that in the event that non-citizens shall own (beneficially or of record) or have
voting control over any equity securities, the voting rights of such persons shall be subject to automatic suspension to the extent required
to ensure that we are in compliance with applicable provisions of law and regulations relating to ownership or control of a United States
air carrier. In the event that we determine that the equity securities registered on the foreign stock record or the stock records of the
Company exceed the absolute cap amount, sufficient shares shall be removed from the foreign stock record and the stock records of the
Company so that the number of shares entered therein does not exceed the absolute cap amount. Shares of equity securities shall be
removed from the foreign stock record and the stock records of the Company in reverse chronological order based on the date of
registration in the foreign stock record and the stock records of the Company.
Item 1B. Unresolved Staff Comments
None.
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