FOR THE ISSUANCE OF SUCH ADDITIONAL SHARES OF COMMON
STOCK OR THE DATE OF ACTUAL ISSUANCE OF SUCH ADDITIONAL SHARES OF COMMON STOCK.
The provisions of this Section 4(a)(iii) shall not apply to any issuance of
additional shares of Common Stock for which an adjustment is otherwise provided
under
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Section 4(a)(i) hereof.
No adjustment of the Aggregate Number shall be made
under this Section 4(a)(iii) upon:
(A)
THE ISSUANCE OF ANY ADDITIONAL SHARES OF COMMON STOCK WHICH ARE
ISSUED PURSUANT TO (X) THE EXERCISE OF OTHER SUBSCRIPTION OR PURCHASE RIGHTS OR
(Y) THE EXERCISE OF ANY CONVERSION OR EXCHANGE RIGHTS IN ANY CONVERTIBLE
SECURITIES, PROVIDED THAT FOR PURPOSES OF CLAUSES (X) OR (Y) AN ADJUSTMENT SHALL
PREVIOUSLY HAVE BEEN MADE UPON THE ISSUANCE OF SUCH OTHER RIGHTS OR UPON THE
ISSUANCE OF SUCH CONVERTIBLE SECURITIES PURSUANT TO SECTION 4(A)(IV) OR (V)
HEREOF OR NO SUCH ADJUSTMENT SHALL HAVE BEEN REQUIRED UPON THE ISSUANCE OF SUCH
OTHER RIGHTS OR CONVERTIBLE SECURITIES;
(B)
THE ISSUANCE OF COMMON STOCK IN ANY MERGER OR OTHER ACQUISITION OF
A BUSINESS OR PERSON APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY;
(C)
THE ISSUANCE OF COMMON STOCK IN A QUALIFIED PUBLIC OFFERING;
(D)
THE ISSUANCE OF UP TO 1,500,000 SHARES OF COMMON STOCK ISSUABLE TO
EMPLOYEES OF HAWAIIAN AIRLINES, INC. PURSUANT TO THE HAWAIIAN AIRLINES, INC.
STOCK BONUS PLAN;
(E)
THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE EXERCISE OF STOCK
OPTIONS OR OTHER AWARDS MADE OR DENOMINATED IN SHARES OF COMMON STOCK UNDER THE
COMPANY'S 2005 STOCK INCENTIVE PLAN OR ANY OF THE COMPANY'S OTHER STOCK PLANS
INCLUDING ANY STOCK OPTION, STOCK PURCHASE, RESTRICTED STOCK OR SIMILAR PLAN
HEREAFTER ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY AND, IF REQUIRED BY
APPLICABLE LAW OR STOCK EXCHANGE REQUIREMENT, APPROVED BY THE STOCKHOLDERS OF
THE COMPANY;
(F)
THE ISSUANCE OF COMMON STOCK ON EXERCISE OR CONVERSION OF
CONVERTIBLE SECURITIES OUTSTANDING ON THE CLOSING DATE; OR
(G)
THE ISSUANCE OF COMMON STOCK PURSUANT TO CONVERTIBLE SECURITIES TO
FINANCIAL INSTITUTIONS OR SIMILAR ENTITIES IN TRANSACTIONS APPROVED BY THE BOARD
OF DIRECTORS OF THE COMPANY, THE PRINCIPAL PURPOSE OF WHICH IS NOT RAISING
CAPITAL THROUGH THE SALE OF EQUITY SECURITIES.
(IV)
WARRANTS AND OPTIONS.
IF AT ANY TIME OR FROM TIME TO TIME THE
COMPANY SHALL TAKE A RECORD OF THE HOLDERS OF THE COMMON STOCK FOR THE PURPOSE
OF ENTITLING THEM TO RECEIVE A DISTRIBUTION OF, OR SHALL IN ANY MANNER (WHETHER
DIRECTLY, BY ASSUMPTION IN A MERGER IN WHICH THE COMPANY IS THE SURVIVING
CORPORATION AND IN WHICH THE SHAREHOLDERS OF THE COMPANY IMMEDIATELY PRIOR TO
THE MERGER CONTINUE TO OWN MORE THAN FIFTY PERCENT (50%) OF THE OUTSTANDING
COMMON STOCK IMMEDIATELY AFTER THE MERGER AND FOR A PERIOD OF ONE HUNDRED EIGHTY
(180) DAYS THEREAFTER, OR OTHERWISE) ISSUE OR SELL ANY WARRANTS, OPTIONS OR
OTHER RIGHTS TO SUBSCRIBE FOR
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OR PURCHASE, DIRECTLY OR INDIRECTLY, ANY CONVERTIBLE SECURITIES, WHETHER OR NOT
THE RIGHTS TO SUBSCRIBE, PURCHASE, EXCHANGE OR CONVERT THEREUNDER ARE