US Airways 2011 Annual Report Download - page 31

Table of Contents
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 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 DOT, 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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