Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. (a) Each of Parent and Merger Subsidiary has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, and, with respect to Parent, subject only to approval of the issuance of Parent Common Stock by the holders of at least a majority of the outstanding shares of Parent Common Stock (the "Parent Requisite Vote"), to consummate the Merger. This Agreement is a valid and binding obligation of each of Parent and Merger Subsidiary, as the case may be, enforceable against Parent and Merger Subsidiary in accordance with its terms, except as enforceability may be limited or affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect and affecting the rights and remedies of creditors generally. (b) The Board of Directors of Parent (at a meeting duly called and held) by unanimous vote (i) has approved this Agreement and the Merger and the other transactions contemplated hereby and thereby and (ii) has resolved to submit the proposed issuance of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement to, and recommend approval thereof by, the stockholders of the Parent. The Parent Common Stock, when issued in connection with the consummation of the transactions contemplated hereby, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Stock, when so issued, will be registered under the Securities Act and Exchange Act and registered or exempt from registration under any applicable state securities or "blue sky" laws.

Corporate Authority; Approval and Fairness. (ai) Each of Parent and Merger Subsidiary US Airways has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, and, with respect Agreement and to Parentconsummate the Merger, subject only to approval the receipt of the issuance of Parent Common Stock by the holders of at least a majority of the outstanding shares of Parent Common Stock (the "Parent Requisite Vote")Stockholder Approval. Subject to Section 7.1, to consummate the Merger. This this Agreement is a valid and binding obligation agreement of each of Parent and Merger Subsidiary, as the case may be, US Airways enforceable against Parent and Merger Subsidiary US Airways in accordance with its terms, except as enforceability may be limited or affected by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium and other similar laws and equitable principles now Laws of general applicability relating to or hereafter in effect and affecting the creditors’ rights and remedies of creditors generallyto general equity principles. (bii) The Board of Directors of Parent US Airways has, as of the date of this Agreement, (at a meeting duly called and heldA) by unanimous vote (i) has approved this Agreement and declared that the Merger and the other transactions contemplated hereby are advisable and thereby in the best interests of US Airways and its stockholders and has approved and adopted this Agreement, which approval and adoption have not been rescinded or modified; (B) received an opinion of its financial advisor, Barclays Capital Inc., to the effect that, from a financial point of view, the Merger Consideration in the Merger is fair to the stockholders of US Airways, which opinion has not been amended or rescinded as of the date of this Agreement; (C) resolved to recommend that the holders of US Airways Common Stock vote to adopt this Agreement (such recommendation being the “US Airways Directors’ Recommendation”); and (iiD) has resolved directed that the adoption of this Agreement be submitted to submit the proposed issuance holders of Parent US Airways Common Stock in entitled to vote for their approval. (iii) The matters contemplated by Section 4.6, including the Stockholder Approval, are the only votes of the holders of any class or series of US Airways capital stock necessary to consummate the Merger and the other transactions contemplated by this Agreement to, and recommend approval thereof by, the stockholders of the Parent. The Parent Common Stock, when issued in connection with the consummation of the transactions contemplated hereby, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. The Parent Common Stock, when so issued, will be registered under the Securities Act and Exchange Act and registered or exempt from registration under any applicable state securities or "blue sky" laws.

Corporate Authority; Approval and Fairness. (a) Each of Parent and Merger Subsidiary has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement, and, with respect to Parent, subject only to approval of the issuance of Parent Common Stock by the holders of at least a majority of the outstanding shares of Parent Common Stock (the "Parent Requisite Vote"), Option Agreement and to consummate the Merger. This Agreement is a valid and binding obligation of each of Parent and Merger Subsidiary, as the case may be, enforceable against Parent and Merger Subsidiary in accordance with its terms, except as enforceability may be limited or affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect and affecting the rights and remedies of creditors generally. (b) The Board of Directors of Parent (at a meeting duly called and held) by unanimous vote (i) has approved this Agreement and the Merger and the other transactions contemplated hereby and thereby and (ii) has resolved to submit the proposed issuance of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement to, and recommend approval thereof by, the stockholders of the Parentthereby. The Parent Common StockShares, when issued in connection with the consummation of the transactions contemplated hereby, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in is respect thereof. The Parent Common StockShares, when so issued, will be registered under the Securities Act and Exchange Act and registered or exempt from registration under any applicable state securities or "blue sky" laws.