United Airlines 2012 Annual Report Download - page 193

increase in the price or value of shares of any class or series of the capital stock of the Corporation (“ Synthetic Equity Interests”),
which such Synthetic Equity Interests shall be disclosed without regard to whether (x) such derivative, swap or other transactions
convey any voting rights in such shares to such Proposing Person, (y) the derivative, swap or other transactions are required to be,
or are capable of being, settled through delivery of such shares or (z) such Proposing Person may have entered into other
transactions that hedge or mitigate the economic effect of such derivative, swap or other transaction;
(ii) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with,
Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement,
understanding or relationship pursuant to which such Proposing Person has or shares a right to vote any shares of any class or
series of the capital stock of the Corporation;
(iii) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing”
agreement or arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to mitigate
loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the capital stock of the Corporation
by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to
the shares of any class or series of the capital stock of the Corporation, or which provides, directly or indirectly, the opportunity to
profit from any decrease in the price or value of the shares of any class or series of the capital stock of the Corporation (“ Short
Interests”);
(iv) any rights to dividends on the shares of any class or series of the capital stock of the Corporation owned beneficially by such
Proposing Person that are separated or separable from the underlying shares of the Corporation;
(v) any performance related fees (other than an asset based fee) that such Proposing Person is entitled to based on any increase or
decrease in the price or value of shares of any class or series of the capital stock of the Corporation, or any Synthetic Equity
Interests or Short Interests, if any; and
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