FairPoint Communications 2004 Annual Report Download - page 64

As of February 28, 2005, there were 34,925,432 shares of our common stock outstanding (including 473,716 shares of restricted stock
which will begin to vest on April 1, 2006). The 25,000,000 shares of our common stock sold in the offering are freely transferable without
restriction or further registration under the Securities Act unless such shares are held by our "affiliates," as that term is defined in Rule 144
under the Securities Act. The shares of our common stock owned by our equity investors, our directors, certain members of our
management and our current and former employees are restricted securities within the meaning of Rule 144 under the Securities Act, but
are eligible for resale subject to the applicable provisions of Rule 144. We, our executive officers and directors and substantially all of our
significant equity holders have agreed to a "lock-up," meaning that, subject to specified exceptions, neither we nor they will sell any shares
without the prior consent of the representatives of the underwriters for 180 days after the closing of the offering. Following the expiration of
this 180-day lock-up period, all of these shares of our common stock will be eligible for future sale, subject to the applicable provisions of
Rule 144. In addition, as of February 28, 2005, members of our management and other employees held fully vested, exercisable and in-the-
money stock options to purchase a total of 115,733 shares of our common stock. See "Item 11. Executive Compensation." Finally, our
existing equity investors and certain members of management have certain registration rights with respect to our common stock. See "Item
13. Certain Relationships and Related Transactions."
We may issue shares of our common stock, or other securities, from time to time as consideration for future acquisitions and
investments. In the event any such acquisition or investment is significant, the number of shares of our common stock, or the number or
aggregate principal amount, as the case may be, of other securities that we may issue may in turn be significant. We may also grant
registration rights covering those shares or other securities in connection with any such acquisitions and investments.


A number of provisions in our restated certificate of incorporation and amended and restated by-laws make it difficult for another
company to acquire us and for you to receive any related takeover premium for your securities. For example, our restated certificate of
incorporation provides that certain provisions of our restated certificate of incorporation can only be amended by a vote of two-thirds or more in
voting power of all the outstanding shares of capital stock and that stockholders generally may not act by written consent and only
stockholders representing at least 50% in voting power may request that our board of directors call a special meeting. Our restated certificate
of incorporation provides for a classified board of directors and authorizes the issuance of preferred stock without stockholder approval and
upon such terms as the board of directors may determine. The rights of the holders of shares of our common stock will be subject to, and
may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future.

 
Our restated certificate of incorporation provides that so long as we hold any authorization, license, permit, order, filing or consent from
the Federal Communications Commission or any state regulatory commission having jurisdiction over us, we will have the right to request
certain information from our stockholders. If any stockholder from whom such information is requested should fail to respond to such a
request or we conclude that the ownership of, or the existence or exercise of any rights of stock ownership with respect to, shares of our
capital stock by such stockholder, could result in any inconsistency with, or violation of, any applicable communications law, we may
suspend those rights of stock ownership the existence or exercise of which would result in any inconsistency with, or violation of, any
applicable communications law, and we may exercise any and all appropriate remedies,
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