Excluded Issuance

Excluded Issuance. (i) the issuance of Common Stock upon the exercise or conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date and disclosed in Schedule 3(n) to the Securities Purchase Agreement in accordance with the terms of such Options or Convertible Securities as of such date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date without the consent of... the Required Holders; (ii) the issuance of Common Stock upon the conversion of the Company's Class A Common Stock and Class B Common Stock as disclosed in writing in the Securities Purchase Agreement and the schedules thereto; (iii) the grant of options to purchase Common Stock, with exercise prices not less than the market price of the Common Stock on the date of grant, which are issued to employees, officers, directors or consultants of the Company for the primary purpose of soliciting or retaining their employment or service pursuant to an equity compensation plan approved by the Company's Board of Directors, and the issuance of Common Stock upon the exercise thereof; (iv) the issuance of Common Stock upon the exercise of the SPA Warrants; (v) any issuance of Common Stock pursuant to, or upon conversion or exercise of any security issued as part of, the Other Financing, provided that the terms of such securities are not amended, modified or changed after the Subscription Date without the consent of the Required Holders; and (vi) the issuance of securities in connection with mergers, acquisitions, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm's length basis, the primary purpose of which, in the reasonable judgment of the Board of Directors, is not to raise additional capital. View More

Excluded Issuance. Shall mean: (a) shares of Common Stock and/or options, warrants or other Common Stock purchase rights issued and the Common Stock issued pursuant to such options, warrants or other rights after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors; provided that such shares, options, warrants or other Common Stock... purchase rights shall not be Excluded Issuances in any case where the grantee acquires the shares, or options, warrants or other rights to purchase Common Stock at a price per share less than the Closing Price on the date of grant; (b) shares of Common Stock issued pursuant to the exercise of rights, options, warrants or convertible securities outstanding as of the date hereof; (c) shares of Common Stock issued or issuable (i) in a public offering under the Securities Act, (ii) upon exercise of warrants or rights granted to underwriters in connection with such a public offering; or (iii) in connection with any other offering involving a capital raising transaction (other than as described in clause (i) in above) at a price no less than 5% below the Current Market Price Per Share; (d) shares of Common Stock issued or issuable in connection with a bona fide business acquisition of the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, each as approved by the Board of Directors of the Company, however, excluding shares issued or issuable in connection with a transaction between the Company and an affiliate; (e) shares of Common Stock issued pursuant to a Company plan for reinvestment of dividends or interest; and (f) shares of Common Stock issued or issuable in connection with any transaction where such securities so issued are deemed included in the definition of Excluded Issuance by the affirmative vote or written consent of the Required Holders. View More

Excluded Issuance. Shall mean: (a) shares of Class B Common issued upon exercise of this Warrant or the warrants issued concurrently to , , and (this Warrant and such other warrants, collectively, the "Loan Warrants") or upon conversion of the Company's outstanding 7.5% Convertible Senior Notes due 2009; (b) shares of Class B Common and/or options, warrants or other Class B Common purchase rights issued and the Class B Common issued pursuant to such options, warrants or... other rights after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board (the "PLANS"); provided that such shares, options, warrants or other Class B Common purchase rights and the Class B Common issued pursuant to such options, warrants or other rights shall not be Excluded Issuances in any case where the grantee acquires the shares, or options, warrants or other rights to purchase Class B Common at a price per share less than the Market Price on the date of grant; (c) shares of Class B Common issued pursuant to the exercise of rights, options, warrants or convertible securities outstanding as of the date hereof; and (d) shares of Class B Common issued to any charitable organization described in Section 170(c) of the Internal Revenue Code of 1986, as amended, provided that no more than 50,000 shares are issued in any fiscal year pursuant to this clause (d). View More

Excluded Issuance. Means (i) any securities issued in connection with (x) the acquisition of, or investment in, another business entity or business segment of any such entity by the Company or a subsidiary of the Company (whether by merger, asset purchase, stock purchase or otherwise), (y) any private placement, including, without limitation pursuant Rule 144A of the Securities Act, in anticipation of an IPO or (z) the formation of any joint venture or similar arrangement and (ii) securities issued to new... employees of the Company in connection with the hiring of such employees. View More

Excluded Issuance. Means any Common Stock issued or issuable or deemed issued or issuable: (i) in connection with any Approved Stock Plan, (ii) upon the exercise of the Warrants or (iii) upon a one-time automatic adjustment to the exercise price of any warrant outstanding on the date hereof in accordance with the terms of such warrant as in effect on the date hereof (without regard to any amendments subsequent to the date hereof).

Excluded Issuance. Means the issuance or deemed issuance of shares of Common Stock issued or issuable to directors or officers of the Company pursuant to an equity compensation program approved by the Board of Directors of the Company.

Excluded Issuance. Shall mean: (a) shares of Common issued upon exercise of this Warrant or the warrants issued on or prior to the date hereof to General Electric Capital Corporation, AFS Cayman Limited, debis AirFinance Leasing USA I, Inc. and Citibank N.A. (this Warrant and such other warrants, collectively, the "Loan Warrants") or upon conversion of the America West Holding's outstanding 7.5% Convertible Senior Notes due 2009 or in exchange for America West Airlines, Inc. 7.25% Senior Exchangeable Notes... due 2023; (b) shares of Common Stock issued (i) in connection with the plan of reorganization of the Company and its domestic subsidiaries (the "PLAN OF REORGANIZATION"), (ii) pursuant to an underwritten public offering pursuant to the Company's registration statement on Form S-1, File No. 333-126226 (the "PUBLIC OFFERING"), (iii) upon exercise of certain options granted pursuant to the Letter Agreement, dated September 16, 2005 between the Company, America West Holdings, Par Investment Partners, L.P., Peninsula Investment Partners, L.P., ACE Aviation Holdings Inc., Eastshore Aviation, LLC, Wellington Investors and Tudor Investors, (iv) upon conversion of convertible notes issued pursuant to a private placement of $125 million in principal amount of convertible notes, plus the initial purchasers' over-allotment option (the "PRIVATE PLACEMENT") or (v) upon the exercise of options granted to the Air Line Pilots Association ("ALPA")as contemplated by the Letter Agreement between the Company, US Airways and ALPA, dated as of September 14, 2005. (c) (i) shares of Common Stock granted as restricted stock units pursuant to the US Airways Group, Inc. 2005 Equity Incentive Plan ("RSUS") or ( ii) shares of Common Stock and/or options, warrants or other Common Stock purchase rights issued and the Common Stock issued pursuant to such options, warrants or other rights after the date hereof to employees, 2. officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board (the "PLANS"); provided that such shares, options, warrants or other Common Stock purchase rights (other than RSUs) and the Common Stock issued pursuant to such options, warrants or other rights shall not be Excluded Issuances in any case where the grantee acquires the shares, or options, warrants or other rights to purchase Common Stock at a price per share less than the Market Price on the date of grant; (d) shares of Common Stock issued pursuant to the exercise of rights, options, warrants or convertible securities outstanding as of the date hereof; and (e) shares of Common Stock issued to any charitable organization described in Section 170(c) of the Internal Revenue Code of 1986, as amended, provided that no more than 50,000 shares are issued in any fiscal year pursuant to this clause (e). View More

Excluded Issuance. The issuance of (A) capital stock, Options or Convertible Securities issued to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an equity compensation program approved by the Board or the compensation committee of the Board, (B) shares of Common Stock issued upon the conversion, exercise or exchange of Options or Convertible... Securities issued prior to the Issuance Date; provided that neither the conversion price, exercise price nor number of shares issuable under such Options or Convertible Securities is amended, modified or changed after the Issuance Date other than pursuant to the provisions of such Options or Convertible Securities as they exist as of the Issuance Date, (C) Common Stock or Convertible Securities issued pursuant to a strategic partnership, acquisition or licensing arrangement and (D) securities issued pursuant to the Subscription Agreement and the other similar subscription agreements entered into by the Company and the purchasers of the other warrants issued on the Issuance Date or the shares of Common Stock issued upon exercise of this Warrant or the other warrants issued on the Issuance Date. View More

Excluded Issuance. An issuance or sale of Common Stock of the Issuer in connection with: (a) a grant to any existing or prospective directors, officers or other employees of the Issuer or any subsidiary of the Issuer pursuant any equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Issuer into Common Stock of the Issuer, or the exercise of any warrants or other rights to acquire Common Stock of the Issuer (other than as provided for in the Convertible Note... Agreement); or (c) any subdivision of Common Stock of the Issuer (by a split of Common Stock of the Issuer or otherwise), payment of stock dividend, reclassification, reorganization or any similar recapitalization View More

Excluded Issuance. Means (i) any issuance of Common Stock or Convertible Securities pursuant to the Company's Omnibus Stock Option Plan and (ii) any issuance of Common Stock or Convertible Securities for assets, the conversion of existing debt or any other consideration other than cash or a cash equivalent.