United Airlines 2012 Annual Report Download - page 188

1.12 “Entire Committee” means, with respect to any committee, all members of such committee who would serve on such committee if there were no
vacancies.
1.13 “Fundamental Change” means the occurrence of any of the following: (a) any sale, transfer or disposition of more than 50% of the property or
assets of the Corporation and its subsidiaries on a consolidated basis (measured either by book value in accordance with generally accepted accounting
principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Board) in any transaction or series of
transactions (other than sales in the ordinary course of business) and (b) any merger or consolidation to which the Corporation is a party, except for (x) a
merger which is effected solely to change the state of incorporation of the Corporation or (y) a merger in which the Corporation is the surviving person
and, after giving effect to such merger, the holders of the capital stock of the Corporation as of the date immediately prior to the merger or consolidation
shall continue to own the outstanding capital stock of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of
the Board.
1.14 “General Counsel” means the General Counsel of the Corporation.
1.15 “Preferred Stock” means the Preferred Stock, without par value, of the Corporation.
1.16 “President” means the President of the Corporation.
1.17 “Restated Certificate” means the Restated Certificate of Incorporation of the Corporation, as amended from time to time.
1.18 “Restated Bylaws” means the Amended and Restated Bylaws of the Corporation, as amended from time to time.
1.19 “Secretary” means the Secretary of the Corporation.
1.20 “Stockholders” means the stockholders of the Corporation.
1.21 “Treasurer” means the Treasurer of the Corporation.
1.22 “Union Directors” means those directors of the Corporation elected by the holders of Class Pilot MEC Junior Preferred Stock and the Class IAM
Junior Preferred Stock pursuant to Article Fourth, Parts II and III of the Restated Certificate.
1.23 “Vice Chairman” means a Vice Chairman of the Corporation.
1.24 “Vice President” means a Vice President of the Corporation.
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