Metro PCS 2011 Annual Report Download - page 68

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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
• 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.
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.