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Filing tables
Filing exhibits
- S-3ASR Automatic shelf registration
- 3.5 Exhibit 3.5
- 3.6 Exhibit 3.6
- 3.7 Exhibit 3.7
- 3.8 Exhibit 3.8
- 3.9 Exhibit 3.9
- 3.10 Exhibit 3.10
- 3.11 Exhibit 3.11
- 3.12 Exhibit 3.12
- 3.13 Exhibit 3.13
- 3.14 Exhibit 3.14
- 3.15 Exhibit 3.15
- 3.16 Exhibit 3.16
- 3.17 Exhibit 3.17
- 3.18 Exhibit 3.18
- 3.19 Exhibit 3.19
- 3.20 Exhibit 3.20
- 3.21 Exhibit 3.21
- 3.22 Exhibit 3.22
- 3.23 Exhibit 3.23
- 3.24 Exhibit 3.24
- 3.25 Exhibit 3.25
- 3.26 Exhibit 3.26
- 3.27 Exhibit 3.27
- 3.28 Exhibit 3.28
- 3.29 Exhibit 3.29
- 3.30 Exhibit 3.30
- 3.31 Exhibit 3.31
- 3.32 Exhibit 3.32
- 3.33 Exhibit 3.33
- 3.34 Exhibit 3.34
- 3.35 Exhibit 3.35
- 3.36 Exhibit 3.36
- 3.37 Exhibit 3.37
- 3.38 Exhibit 3.38
- 3.39 Exhibit 3.39
- 3.40 Exhibit 3.40
- 3.41 Exhibit 3.41
- 3.42 Exhibit 3.42
- 3.43 Exhibit 3.43
- 3.44 Exhibit 3.44
- 3.45 Exhibit 3.45
- 3.46 Exhibit 3.46
- 3.47 Exhibit 3.47
- 3.48 Exhibit 3.48
- 3.49 Exhibit 3.49
- 3.50 Exhibit 3.50
- 3.51 Exhibit 3.51
- 3.52 Exhibit 3.52
- 3.53 Exhibit 3.53
- 3.54 Exhibit 3.54
- 3.55 Exhibit 3.55
- 3.56 Exhibit 3.56
- 3.57 Exhibit 3.57
- 3.58 Exhibit 3.58
- 3.59 Exhibit 3.59
- 3.60 Exhibit 3.60
- 3.61 Exhibit 3.61
- 3.62 Exhibit 3.62
- 3.63 Exhibit 3.63
- 3.64 Exhibit 3.64
- 3.65 Exhibit 3.65
- 3.66 Exhibit 3.66
- 3.67 Exhibit 3.67
- 3.68 Exhibit 3.68
- 3.69 Exhibit 3.69
- 3.70 Exhibit 3.70
- 3.71 Exhibit 3.71
- 3.72 Exhibit 3.72
- 3.73 Exhibit 3.73
- 3.74 Exhibit 3.74
- 3.75 Exhibit 3.75
- 3.76 Exhibit 3.76
- 3.77 Exhibit 3.77
- 3.78 Exhibit 3.78
- 3.82 Exhibit 3.82
- 3.83 Exhibit 3.83
- 3.84 Exhibit 3.84
- 3.85 Exhibit 3.85
- 3.86 Exhibit 3.86
- 3.87 Exhibit 3.87
- 3.88 Exhibit 3.88
- 3.89 Exhibit 3.89
- 3.90 Exhibit 3.90
- 3.91 Exhibit 3.91
- 3.92 Exhibit 3.92
- 3.93 Exhibit 3.93
- 3.94 Exhibit 3.94
- 3.95 Exhibit 3.95
- 3.96 Exhibit 3.96
- 3.97 Exhibit 3.97
- 3.98 Exhibit 3.98
- 3.99 Exhibit 3.99
- 3.100 Exhibit 3.100
- 3.101 Exhibit 3.101
- 3.102 Exhibit 3.102
- 3.103 Exhibit 3.103
- 3.104 Exhibit 3.104
- 3.105 Exhibit 3.105
- 3.106 Exhibit 3.106
- 3.107 Exhibit 3.107
- 3.108 Exhibit 3.108
- 3.109 Exhibit 3.109
- 3.132 Exhibit 3.132
- 3.133 Exhibit 3.133
- 3.134 Exhibit 3.134
- 3.135 Exhibit 3.135
- 3.136 Exhibit 3.136
- 3.137 Exhibit 3.137
- 3.138 Exhibit 3.138
- 3.139 Exhibit 3.139
- 3.140 Exhibit 3.140
- 3.141 Exhibit 3.141
- 3.142 Exhibit 3.142
- 3.143 Exhibit 3.143
- 3.144 Exhibit 3.144
- 3.145 Exhibit 3.145
- 3.146 Exhibit 3.146
- 3.147 Exhibit 3.147
- 3.148 Exhibit 3.148
- 3.149 Exhibit 3.149
- 3.150 Exhibit 3.150
- 3.151 Exhibit 3.151
- 3.152 Exhibit 3.152
- 3.153 Exhibit 3.153
- 3.154 Exhibit 3.154
- 3.155 Exhibit 3.155
- 3.156 Exhibit 3.156
- 3.157 Exhibit 3.157
- 3.158 Exhibit 3.158
- 3.159 Exhibit 3.159
- 3.160 Exhibit 3.160
- 3.161 Exhibit 3.161
- 3.162 Exhibit 3.162
- 3.163 Exhibit 3.163
- 3.164 Exhibit 3.164
- 3.165 Exhibit 3.165
- 3.166 Exhibit 3.166
- 3.167 Exhibit 3.167
- 3.168 Exhibit 3.168
- 3.169 Exhibit 3.169
- 3.170 Exhibit 3.170
- 3.171 Exhibit 3.171
- 3.172 Exhibit 3.172
- 3.173 Exhibit 3.173
- 3.174 Exhibit 3.174
- 3.175 Exhibit 3.175
- 3.176 Exhibit 3.176
- 3.177 Exhibit 3.177
- 3.178 Exhibit 3.178
- 3.179 Exhibit 3.179
- 3.180 Exhibit 3.180
- 3.181 Exhibit 3.181
- 3.182 Exhibit 3.182
- 3.183 Exhibit 3.183
- 3.184 Exhibit 3.184
- 3.185 Exhibit 3.185
- 3.186 Exhibit 3.186
- 3.187 Exhibit 3.187
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- 3.190 Exhibit 3.190
- 3.191 Exhibit 3.191
- 3.192 Exhibit 3.192
- 3.193 Exhibit 3.193
- 3.194 Exhibit 3.194
- 3.195 Exhibit 3.195
- 3.196 Exhibit 3.196
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- 3.198 Exhibit 3.198
- 3.199 Exhibit 3.199
- 3.200 Exhibit 3.200
- 3.201 Exhibit 3.201
- 3.202 Exhibit 3.202
- 3.203 Exhibit 3.203
- 3.204 Exhibit 3.204
- 3.205 Exhibit 3.205
- 3.206 Exhibit 3.206
- 3.207 Exhibit 3.207
- 3.208 Exhibit 3.208
- 3.209 Exhibit 3.209
- 3.210 Exhibit 3.210
- 3.211 Exhibit 3.211
- 3.212 Exhibit 3.212
- 3.213 Exhibit 3.213
- 3.214 Exhibit 3.214
- 3.215 Exhibit 3.215
- 3.216 Exhibit 3.216
- 3.217 Exhibit 3.217
- 3.218 Exhibit 3.218
- 3.219 Exhibit 3.219
- 3.220 Exhibit 3.220
- 3.221 Exhibit 3.221
- 3.222 Exhibit 3.222
- 3.223 Exhibit 3.223
- 3.244 Exhibit 3.244
- 3.245 Exhibit 3.245
- 3.248 Exhibit 3.248
- 3.249 Exhibit 3.249
- 3.250 Exhibit 3.250
- 3.251 Exhibit 3.251
- 3.252 Exhibit 3.252
- 3.253 Exhibit 3.253
- 3.254 Exhibit 3.254
- 3.255 Exhibit 3.255
- 3.256 Exhibit 3.256
- 3.257 Exhibit 3.257
- 3.258 Exhibit 3.258
- 3.259 Exhibit 3.259
- 3.260 Exhibit 3.260
- 3.261 Exhibit 3.261
- 3.262 Exhibit 3.262
- 3.263 Exhibit 3.263
- 3.264 Exhibit 3.264
- 3.265 Exhibit 3.265
- 3.266 Exhibit 3.266
- 3.267 Exhibit 3.267
- 3.268 Exhibit 3.268
- 3.269 Exhibit 3.269
- 3.270 Exhibit 3.270
- 3.271 Exhibit 3.271
- 3.272 Exhibit 3.272
- 3.273 Exhibit 3.273
- 3.274 Exhibit 3.274
- 3.275 Exhibit 3.275
- 3.276 Exhibit 3.276
- 3.277 Exhibit 3.277
- 3.278 Exhibit 3.278
- 3.279 Exhibit 3.279
- 3.280 Exhibit 3.280
- 3.281 Exhibit 3.281
- 3.282 Exhibit 3.282
- 3.283 Exhibit 3.283
- 3.284 Exhibit 3.284
- 3.285 Exhibit 3.285
- 3.286 Exhibit 3.286
- 3.287 Exhibit 3.287
- 3.288 Exhibit 3.288
- 3.289 Exhibit 3.289
- 3.290 Exhibit 3.290
- 5.1 Exhibit 5.1
- 5.2 Exhibit 5.2
- 5.3 Exhibit 5.3
- 23.4 Exhibit 23.4
- 23.5 Exhibit 23.5
- 25.1 Exhibit 25.1
- 25.2 Exhibit 25.2
Associated filings
- 13 Jan 21 424B5 Prospectus supplement for primary offering
- 11 Jan 21 424B5 Prospectus supplement for primary offering
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28 Sep 20 S-3ASR Automatic shelf registration
Filing view
External links
Exhibit 3.140
CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
NEXTEL SOUTH CORP.
The present name of the corporation is Nextel South Corp. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of Georgia on February 3, 1993 under the name of Transit Communication Corporation, and the most recent amendment was filed on December 4, 1997. This Amended and Restated Articles of Incorporation was duly proposed by the Board of Directors and adopted by the sole stockholder of the corporation in accordance with (a) the Articles of Incorporation as they existed prior to this amended and restated Articles of Incorporation, (b) the bylaws of the corporation, and (c) Sections 14-2-1003 and 14-2-1007 of the Georgia Business Corporation Code to be effective upon the filing of this Certificate of Amended and Restated Articles of incorporation with the Georgia Secretary of State.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
NEXTEL SOUTH CORP.
ARTICLE I: The name of the corporation is Nextel South Corp. (the “Corporation”).
ARTICLE II: The corporation shall have authority to issue 100 shares of stock, without par value.
ARTICLE III: The office of the registered agent of the corporation shall be at 100 Peachtree Street, Atlanta, GA 30303, in the county of Fulton.
ARTICLE IV: The mailing address of the principal office of the corporation is 6575 The Corners Parkway, Norcross, GA 30092, in the county of Gwinnett.
ARTICLE V: No director shall have any personal liability to the corporation or to its shareholders for monetary damages for breach of duty of care or other duty as a director, except that this provision shall not eliminate or limit the liability of a director for (a) any appropriation, in violation of his duties, of and business opportunity of the corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) liabilities of a director imposed by Section 14-2-832 of the Georgia Business Corporation Code; or (d) any transaction from which the director derived an improper personal benefit.
ARTICLE VI: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the fullest extent permitted by the Georgia Business Corporation Code or any other applicable laws as presently or hereafter in effect. No amendment, modification or repeal of this Article shall adversely affect any right or protection of a director, officer, employee or agent that exists at the time of such amendment, modification or repeal.
ARTICLE VII: Any issued and outstanding shares of stock of the Corporation which are repurchased by the Corporation shall become treasury shares which shall be held in treasury by the Corporation until resold or retired and cancelled in the discretion of the Board of Directors. Any treasury shares which are retired and cancelled shall constitute authorized but unissued shares.
ARTICLE VIII: Any action required by law or by the Articles of Incorporation or by-laws of the corporation to be taken at a meeting of the shareholders of the corporation and any action which may be taken at a meeting of the shareholders may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. No such written consent shall be effective unless the consenting shareholder has been furnished the same material that would have been required to be sent to shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders, or unless the consent includes an express waiver of the right to receive the material. Notice of such action without a meeting by less than unanimous written consent shall be give within ten (10) days of the taking of such action to those shareholders of record on the date when the written consent is first executed arid whose shares were not represented on the written consent.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amended and Restated Articles of Incorporation as of the 15th day of March, 1999.
[Corporate Seal]
/s/ Thomas J. Sidman | |
Thomas J. Sidman, Vice President |
Witness:
/s/ Ried Zulager | |
Ried Zulager, Secretary |
STATE OF GEORGIA
CERTIFICATE OF MERGER OF FOREIGN
CORPORATION INTO A DOMESTIC CORPORATION
Pursuant to the Official Code of Georgia Annotated Section to 14-2-1105, the undersigned incorporation executed the following Certificate of Merger:
FIRST: The name of each corporation to this merger is Nextel License Holdings 1, Inc. (“Nextel Holdings 1”), a Delaware corporation, Nextel License Holdings 3, Inc. (“Nextel Holdings 3”), a Delaware corporation, (the “Non-Surviving Corporations”) and Nextel South Corp. (“Nextel”), a Georgia corporation (the “Surviving Corporation”).
SECOND: The certificate of Incorporation of the Surviving Corporation shall be its Certificate of Corporation.
THIRD: The Agreement and Plan of Merger is on file at the Surviving Corporation’s principal place of business at 6200 Sprint Parkway, Overland Park, Kansas 66251.
FOURTH: The merger is to become effective on December 31, 2014.
FIFTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.
SIXTH: Shareholder approval is not required because both Non-Surviving Corporations are wholly-owned subsidiaries of the Surviving Corporation.
IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 16th day of December, 2014.
By: | /s/ Timothy P. O’Grady | ||
Authorized Officer | |||
Name: | Timothy P. O’Grady | ||
Title: | Vice President and Secretary |
STATE OF GEORGIA
CERTIFICATE OF MERGER OF FOREIGN
CORPORATION INTO A DOMESTIC CORPORATION
Pursuant to the Official Code of Georgia Annotated Section to 14-2-1105, the undersigned corporation executed the following Certificate of Merger:
FIRST: The name of each corporation to this merger is Nextel License Holdings 1, Inc. (“Nextel Holdings 1”), a Delaware corporation, Nextel License Holdings 3, Inc. (“Nextel Holdings 3”), a Delaware corporation, (the “Non-Surviving Corporations”) and Nextel South Corp. (“Nextel”), a Georgia corporation (the “Surviving Corporation”).
SECOND: The Certificate of Incorporation of the Surviving Corporation shall be its Certificate of Incorporation.
THIRD: The executed Agreement and Plan of Merger is on file at the Surviving Corporation’s principal place of business at 6200 Sprint Parkway, Overland Park, Kansas 66251.
FOURTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation on request, without cost, to any stockholder of the constituent corporations.
FIFTH: The Agreement, and Plan of Merger was duly: adopted by the Board of Directors of the Surviving Corporation and Non-Surviving Corporations.
SIXTH: Stockholder approval is not required because both Non-Surviving. Corporations are wholly-owned subsidiaries of the Surviving Corporation.
SEVENTH: The merger is to become effective on December 31, 2014.
EIGHTH: A request for publication of a Notice of Merger, a Notice of Merger and a publishing fee of $40.00 have been mailed to an authorized newspaper as required by Section 14-2-1105.1 of the Georgia Business Corporation Code.
IN WITNESS WHEREOF, said Surviving Corporation has caused this certificate to be signed by an authorized officer, the 17th day of December, 2014.
By: | /s/ Timothy P. O’Grady | ||
Authorized Officer | |||
Name: | Timothy P. O’Grady | ||
Title: | Vice President and Secretary |