Metro PCS 2009 Annual Report Download - page 68

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merger, consolidation or sales of all or substantially all of our assets. These stockholders may have different interests
than the other holders of our common stock and may make decisions that are adverse to your interests.
Our stockholder rights plan could prevent a change in control of our Company in instances in which some
stockholders may believe a change in control is in their best interests.
We have a stockholder rights plan, or Rights Plan. Pursuant to the Rights Plan, we have issued to our stockholders
one preferred stock purchase right for each outstanding share of our common stock as of March 27, 2007. Each
right, when exercisable, will entitle its holder to purchase from us a unit consisting of one one-thousandth of a share
of series A junior participating preferred stock at $66.67 per share. Our Rights Plan is intended to protect
stockholders in the event of an unfair or coercive offer to acquire our Company and to provide our board of directors
with adequate time to evaluate unsolicited offers. The Rights Plan may prevent or make takeovers or unsolicited
corporate transactions more difficult. The Rights Plan will cause substantial dilution to a person or group that
attempts to acquire us on terms that our board of directors does not believe are in our best interests and those of our
stockholders and may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable,
including transactions in which stockholders might otherwise receive a premium for their shares.
Conflicts of interest may arise because some of our directors are principals of our stockholders, and we have
waived our rights to certain corporate opportunities.
Our board of directors includes representatives of certain of our significant stockholders. Those stockholders and
their respective affiliates may invest in entities that directly or indirectly compete with us, companies in which we
transact business, or companies in which they are currently invested may already compete with us. As a result of
these relationships, when conflicts between the interests of those stockholders or their respective affiliates and the
interests of our other stockholders arise, these directors may not be disinterested. Under Delaware law, transactions
that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the
material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our
board of directors and a majority of our disinterested directors approves the transaction, (2) the material facts
relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our stockholders
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 that 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