US Airways Sample Clauses
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US Airways. As of the date of this Agreement, the authorized capital stock of US Airways consists of 400,000,000 shares of US Airways Common Stock, of which 162,897,835 shares of US Airways Common Stock were issued and outstanding as of the close of business on February 11, 2013, and zero (0) shares of US Airways Common Stock were held by US Airways as treasury shares as of the close of business on February 11, 2013. The Subsidiaries of US Airways hold no shares of capital stock of US Airways, or securities or obligations convertible or exchangeable into or exercisable for such capital stock. As of the close of business on February 11, 2013, there were (A) an aggregate of 512,872 shares of US Airways Common Stock issuable with respect to outstanding stock options to purchase shares of US Airways Common Stock (the “US Airways Options”), (B) an aggregate of 5,451,228 shares of US Airways Common Stock issuable with respect to outstanding stock-settled stock appreciation rights (the “US Airways Stock-Settled SARs”), as if US Airways Stock-Settled SARs such were settled as of such date at a stock price per share for US Airways Common Stock of $14.46, and (C) an aggregate of 2,227,957 shares of US Airways Common Stock issuable with respect to outstanding stock-settled restricted stock units (“US Airways Stock-Settled RSUs”), granted pursuant to the US Airways Group, Inc. 2011 Incentive Award Plan, US Airways Group, Inc. 2008 Equity Incentive Plan, US Airways Group, Inc. 2005 Equity Incentive Plan and America West 2002 Incentive Equity Plan (collectively, the “US Airways Equity Plans”), an aggregate of 10,286,076 shares of US Airways Common Stock reserved for issuance pursuant to the US Airways Equity Plans, 37,746,174 shares of US Airways Common Stock issuable upon the conversion of outstanding US Airways’ 7.25% Convertible Senior Notes due 2014 (the “US Airways 7.25% Convertible Notes”) and 199,379 shares of US Airways Common Stock issuable upon the conversion of outstanding US Airways’ 7% Senior Convertible Notes due 2020 (the “US Airways 7% Convertible Notes”). As of the close of business on February 11, 2013, outstanding cash-
US Airways. At all times during the term of this Agreement US Airways will employ an individual to have primary responsibility for meeting US Airways' obligations under this Agreement, which person shall be a duly appointed officer of US Airways (the "US Airways Executive"). The US Airways Executive shall be a person who has experience and background commensurate with his or her responsibilities. The US Airways Executive will maintain an office in the Washington, D.C. metropolitan region. The US Airways Executive shall have full authority to bind US Airways in all matters regarding this Agreement that may arise during the term of this Agreement, subject to the provisions of the corporate by-laws and commitment authorities of US Airways, Inc., as approved by US Airways, Inc.'s Board of Directors or CEO, including, without limitation:
(i) the conduct of US Airways' negotiations with current and potential customers of GI-Inc on GI-Inc's behalf pursuant to this Agreement; (ii) the negotiation with GI-Inc of goals and targets related to GI-Inc's and US Airways' performance under this Agreement; (iii) the compensation owed US Airways by GI-Inc under this agreement, including the negotiation and payment thereof; (iv) the quantity, quality of performance and training of personnel provided by US Airways pursuant to its obligations under this Agreement; (v) the coordination of US Airways' role in negotiations with any third party where such negotiations involve the participation of parties other than GI-Inc, US Airways, and that third party; and (vi) the coordination and resolution of any issues arising under this Agreement that, in US Airways' or GI-Inc's estimation, are affected by actions that have been or may be taken by other sales agents of GI-Inc or by GI-Inc. The US Airways Executive may delegate to employees of US Airways or to persons under the control of US Airways such matters that are his or her responsibility hereunder and as may be, in the US Airways Executive's estimation, appropriate for delegation, provided that, if GI-Inc reasonably objects that such delegation will result in a diminishment of US Airways' performance hereunder or in a detriment to GI-Inc's ability to perform its obligations hereunder, or both, then US Airways will review the proposed delegation and inform GI-Inc as to how US Airways will address GI-Inc's reasonable concerns.
US Airways. Subject to the provisions of the Non-Competition Agreement, while US Airways is the sales agent of GILLC under the terms of this Agreement, US Airways will not act as a sales agent for the reservations or accounting services of another 18 13 entity in the CRS Industry in the APR without the prior consent of GILLC, provided, however, that nothing in this Agreement will prevent US Airways from:
(i) having US Airways Group Products and Services displayed or listed in any person's computer reservation system, schedule, other electronic or paper communications medium, or otherwise;
(ii) providing to any person any technological or computerized means of delivering information and automation functionality;
(iii) authorizing any person to use US Airways' trademarks and trade names in connection with advertising US Airways' participation in such person's computer information or reservation system, or otherwise;
(iv) endorsing the products or services of another member of the CRS Industry, provided, however, that US Airways may not endorse such products or services of such other member of the CRS Industry as being preferred to those of GILLC, provided, however, (a) if GILLC does not itself provide such products or services, or (b) GILLC provides such products or services but they do not meet US Airways' needs, then, subject to the provisions of the Non- Competition Agreement, US Airways may endorse such products or services of such other member of the CRS Industry in any manner.
US Airways. Juniper Bank acknowledges US Airways Group’s ownership and proprietary right to all US Airways Marks. US Airways Group hereby grants Juniper Bank a limited license to use said Marks to promote the FF Program and Mileage Accumulation Program including all Marks to promote the FF Program and Mileage Accumulation Program for the Merged Entities, provided that Juniper Bank obtains US Airways Group’s written approval prior to any such use. Juniper Bank recognizes and acknowledges that it acquires no right in these Marks by such use. Any other advertising or marketing medium with respect to the Program shall contain the disclaimer set forth in Exhibit D attached hereto.”
(q) Section 9.1 of the Agreement is amended by adding the following sentences to the end of such Section: “US Airways currently has an agreement with American Express for participation in its Membership Rewards Program. [REDACTED].”
(r) The Agreement is amended by adding the following new Section 12.3:
US Airways. Subject to the provisions of the Non-Competition Agreement, while US Airways is the sales agent of GI-Inc under the terms of this Agreement, US Airways will not act as a sales agent for the reservations or accounting services of another entity in the CRS Industry in the APR without the prior consent of GI-Inc, provided, however, that nothing in this Agreement will prevent US Airways from:
(i) having US Airways Group Products and Services displayed or listed in any person's computer reservation system, schedule, other electronic or paper communications medium, or otherwise; (ii) providing to any person any technological or computerized means of delivering information and automation functionality; (iii) authorizing any person to use US Airways' trademarks and trade names in connection with advertising US Airways' participation in such person's computer information or reservation system, or otherwise;