United Airlines 2012 Annual Report Download - page 218

notice of nomination in accordance with such paragraph (a)(2) of this Section 2.10, a Stockholder’s notice required by this Section 2.10 shall also be
considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to, or mailed and received
by, the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.
(b) Special Meeting of Stockholders.
Only such business shall be conducted at a special meeting of Stockholders as shall have been properly brought before the meeting in accordance with
Section 2.2. Nominations of persons for election to the Board may be made at a special meeting of Stockholders at which Directors are properly to be elected
only (1) by or at the direction of the Board or (2) by any Stockholder who (A) was a Stockholder of record (and, with respect to any beneficial owner, if
different, on whose behalf any nomination is made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of
giving of notice provided for in this Section 2.10 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complied with this paragraph
(b) and paragraph (a)(3) of this Section 2.10 as to such nominations. Without qualification, in order for a Stockholder to present any nominations of persons
for election to the Board at such a special meeting, pursuant to clause (2) of this paragraph (b), the Stockholder must (x) have given timely notice thereof in
writing and in proper form to the Secretary of the Corporation (which notice shall include disclosure of the information that is required by the applicable
provisions of paragraph (a)(3) of this Section 2.10) and (y) provide any updates or supplements to such notice at the times and in the forms required by
paragraph (a)(4) of this Section 2.10. To be timely, a Stockholder’s notice shall be delivered to, or mailed and received by, the Secretary at the principal
executive offices of the Corporation not earlier than the one hundred twentieth day prior to the date of such special meeting and not later than the close of
business on the later of (x) the ninetieth day prior to the date of such special meeting and (y) the tenth day following the day on which public announcement is
first made of the date of such special meeting and of the nominees proposed by the Board to be elected at such special meeting. In no event shall any
adjournment of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a Stockholder’s notice
as described above.
(c) General.
(1) Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors as may be provided in a designation of
rights relating to such series of Preferred Stock, including the holders of the 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, only persons who are nominated in accordance with this Section 2.10 shall
be eligible to serve as Directors and only such business as shall have been brought before the meeting in accordance with this Section 2.10 shall be
conducted at a meeting of Stockholders. Nominations for Union Directors shall be made only by the holders of the Class Pilot MEC Junior Preferred
Stock and the Class IAM Junior Preferred Stock, and then only in accordance with the procedures and qualification requirements of the Restated
Certificate and any stockholder agreements applicable to
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