Metro PCS 2008 Annual Report Download - page 57

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and a majority of our disinterested stockholders approves the transaction, or (3) the transaction is otherwise fair to
us. Also, pursuant to the terms of our certificate of incorporation, our non-employee directors are not required to
offer us any corporate opportunity of which they become aware and could take any such opportunity for themselves
or offer it to other companies in which they have an investment, unless such opportunity is expressly offered to them
in their capacity as a director of our Company.
Our certificate of incorporation, bylaws and Delaware corporate law contain provisions which could delay or
prevent a change in control even if the change in control would be beneficial to our stockholders.
Delaware law, as well as our certificate of incorporation and bylaws, contains provisions that could delay or
prevent a change in control of our Company, even if it were beneficial to our stockholders to do so. These provisions
also could limit the price that investors might be willing to pay in the future for shares of our common stock. These
provisions:
• authorize the issuance of preferred stock that can be created and issued by the board of directors without
prior stockholder approval to increase the number of outstanding shares and deter or prevent a takeover
attempt;
• prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a meeting of
our stockholders;
• require stockholder meetings to be called only by the President or at the written request of a majority of the
directors then in office and not the stockholders;
• prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of
stockholders to elect director candidates;
• provide that our board of directors is divided into three classes, each serving three-year terms; and
• establish advance notice requirements for nominations for election to the board of directors or for
proposing matters that can be acted upon by stockholders at stockholder meetings.
In addition, Section 203 of the Delaware General Corporation Law imposes restrictions on business combinations
such as mergers between us and a holder of 15% or more of our voting stock. See "Description of Capital Stock -
Anti-Takeover Effects of Delaware Law and Our Restated Certificate of Incorporation and Restated Bylaws."
Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital
expenditures and other financial or statistical information to vary from our forward-looking estimates by a material
amount.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We currently maintain our executive offices in Richardson, Texas, and regional offices in Alameda, California;
Folsom, California; Irvine, California; Norcross, Georgia; Plano, Texas; Livonia, Michigan; Sunrise, Florida;
Tampa, Florida; Orlando, Florida; Las Vegas, Nevada; Chelmsford, Massachusetts; Hawthorne, New York; and Ft.
Washington, Pennsylvania. As of December 31, 2008, we also operated 127 retail stores throughout our
metropolitan areas. Our executive offices, all of our regional offices, switch sites, retail stores and virtually all of our
cell sites are leased from unaffiliated third parties. We believe these properties, which are being used for their
intended purposes, are adequate and well-maintained.