Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Lumos Networks Corp. | d250448d8k.htm |
| EX-3.2 - AMENDED AND RESTATED BYLAWS OF LUMOS NETWORKS CORP. - Lumos Networks Corp. | d250448dex32.htm |
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LUMOS NETWORKS CORP.
Lumos Networks Corp., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, hereby certifies as follows:
| 1. | The name of the corporation is Lumos Networks Corp. Lumos Networks Corp. was originally incorporated under the name NTELOS Wireline One Inc. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on February 16, 2011. |
| 2. | A Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 8, 2011, to change the name of the corporation from NTELOS Wireline One Inc. to Lumos Networks Corp. |
| 3. | This Amended and Restated Certificate of Incorporation, which both amends and restates the provisions of the corporation’s Certificate of Incorporation, as amended, has been duly adopted by the Board of Directors and by the sole stockholder in accordance with Sections 228, 242 and 245 of the Delaware General Corporation Law of the State of Delaware. |
| 4. | This Amended and Restated Certificate of Incorporation shall be effective as of 11:30 p.m., Eastern Time, on October 31, 2011. |
| 5. | The Certificate of Incorporation of the corporation is hereby amended and restated to read in its entirety as follows: |
I.
The name of the corporation (which is hereinafter referred to as the “Corporation”) is Lumos Networks Corp.
II
The address of the Corporation’s registered agent in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address is the Corporation Service Company.
III.
The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“DGCL”), and the Corporation shall have all powers necessary to engage in such acts or activities, including, but not limited to, the powers enumerated in the DGCL.
IV.
The total number of shares of stock which the Corporation shall have authority to issue is Fifty-five million One Hundred Thousand (55,100,000) shares, Fifty-five Million (55,000,000)
of which shall be common stock, $0.01 par value (“Common Stock”), and One-Hundred Thousand (100,000) of which shall be preferred stock, $0.01 par value (“Preferred Stock”). The following is a statement of the designations, preferences, qualifications, limitation, restrictions and the special or relative rights granted to or imposed upon the shares of each such class:
| 1. | Common Stock |
| a. | General. Except as otherwise provided herein, all shares of Common Stock shall be identical and shall entitle the holders thereof to the same privileges, power, preferences, qualifications and limitations and other rights. |
| b. | Voting Rights. The holders of Common Stock shall have the general right to vote for all purposes, including the election of directors, as provided by law. Each holder of Common Stock shall be entitled to one vote for each share thereof held. In the election of directors, each stockholder shall be entitled to cast for any one candidate no greater number of votes than the number of shares held by such stockholder; no stockholder shall be entitled to cumulate votes on behalf of any candidate. |
| 2. | Preferred Stock |
| a. | Issue in Series. Preferred Stock may be issued from time to time in one or more series, each such series to have the terms stated herein or in the resolution of the Board of Directors of the Corporation (the “Board”) providing for its issue. All shares of any one series of Preferred Stock will be identical, but shares of different series of Preferred Stock need not be identical or rank equally insofar as provided by law or herein. |
| b. | Creation of Series. The Board will have authority by resolution to cause to be created one or more series of Preferred Stock, and to determine and fix with respect to each series prior to the issuance of any shares of the series to which such resolution relates: |
| i. | The distinctive designation of the series and the number of shares which will constitute the series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board; |
| ii. | The rights in respect of dividends (or method of determining the dividends), if any, payable to the holders of shares of the series, and the times of payment of any dividends on the shares of the series, and whether any dividends will be cumulative, and if so, from what date or dates; |
| iii. | The price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation, if any; |
| iv. | Whether or not the shares of the series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or |
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| redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof; |
| v. | Whether or not the shares of the series will be convertible into, or exchangeable for, any other shares of stock of the Corporation or other securities, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; |
| vi. | The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation; |
| vii. | Whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect or will be entitled to the benefit of limitations restricting the issuance of shares of any other series or class having priority over or being on a parity with the shares of such series in any respect, or restricting the payment of dividends on or the making of other distributions in respect of shares of any other series or class ranking junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restriction; |
| viii. | Whether the series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; and |
| ix. | Any other preferences, qualifications, privileges, options and other relative or special rights and limitations of that series. |
V.
The Board shall consist of that number of members as may be determined from time to time by resolution of the Board. Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Corporation.
VI.
The Corporation elects not to be governed by Section 203 of the DGCL immediately upon filing of this Certificate of Incorporation pursuant to Section 203(b)(1) of the DGCL.
VII.
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of Delaware law or the Certificate of Incorporation or the bylaws or (iv) any action asserting a claim against the
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Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VII.
VIII.
The business and affairs of the Corporation shall be managed by and under the direction of the Board. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.
IX.
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend, alter and repeal the bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or otherwise. The bylaws may establish procedures regulating the submission by stockholders of nominations and proposals for consideration at annual and special meetings of stockholders of the Corporation and the manner in which stockholders can call a special meeting of stockholders.
X.
The directors of the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the DGCL. Without limiting the generality of the foregoing, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article X shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. If the DGCL is amended after approval by the stockholders of this Article X to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.
XI.
| 1. | Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL (but, in the case of an amendment to the DGCL, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). The right to indemnification conferred in this Article XI shall also include the right to be paid by the |
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| Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by the DGCL. The right to indemnification conferred in this Article XI shall be a contract right. |
| 2. | The Corporation may, by action of the Board, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board shall determine to be appropriate and authorized by the DGCL. |
| 3. | The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL. |
| 4. | The rights and authority conferred in this Article XI shall not be exclusive of any other right which any person may otherwise have or hereafter acquire. |
| 5. | Neither the amendment nor repeal of this Article XI, nor the adoption of any provision of this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by the DGCL, any modification of law, shall eliminate or reduce the effect of this Article XI in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification. |
| 6. | If any word, clause, provision or provisions of this Article XI shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article XI (including, without limitation, each portion of any section or paragraph of this Article XI containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article XI (including, without limitation, each such portion of any section or paragraph of this Article XI containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. |
XII.
The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article, except as otherwise provided herein.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer this 31st day of October, 2011.
| LUMOS NETWORKS CORP. | ||
| By: | /s/ James A. Hyde | |
| James A. Hyde Chief Executive Officer | ||
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