Page | (sequential) | | | | (alphabetic) | Top |
---|
| | |
- Alternative Formats (Word, et al.)
- Accounting Treatment
- Additional Agreements
- Aerial
- Aerial Fairness Opinion
- Aerial Record Date; Quorum; Vote Required
- Aerial Reorganization Agreement, The
- Aerial Reorganization, The
- Aerial Special Committee Fairness Opinion
- Agreements Relating to the Aerial Reorganization
- Agreements to Vote in Favor of the Aerial Reorganization
- Agreement to Vote in Favor of the Omnipoint Reorganization
- Amended and Restated Credit Agreement
- Arrangements and Transactions between TDS and Aerial
- Article 1
- Article 10
- Article 11
- Article 2
- Article 2A
- Article 3
- Article 4
- Article 5
- Article 6
- Article 7
- Article 8
- Article 9
- Article I
- Article II
- Article III
- Article IV
- Article IX
- Article V
- Article VI
- Article VII
- Article VIII
- Background
- Background of Events Leading to Aerial Reorganization
- Background of Events Relating to Sonera
- Background of the Aerial Reorganization
- Background of the Omnipoint Reorganization
- Background -- The Wireless Communications Industry
- Business of VoiceStream Holdings
- Business of VoiceStream Holdings After the Reorganizations, The
- Business of VoiceStream, Omnipoint and Aerial
- Cash In Lieu of Fractional Shares
- Cash Management Agreement
- Certain Legal Information
- Companies, The
- Comparative Per Share Market Price and Dividend Information
- Comparison of Stockholder Rights
- Conditions Precedent
- Conditions to the Merger
- Conditions to the Omnipoint Reorganization
- Consequences of the Aerial Reorganization under VoiceStream's Tax Sharing Agreement
- Consequences of the Omnipoint Merger
- Consequences of the Omnipoint Reorganization Under VoiceStream's Tax Sharing Agreement
- Cook Inlet Transactions
- Covenants of Omnipoint
- Covenants of Voicestream and Holding Company
- Covenants of Voicestream and Omnipoint
- Covenants Relating to Conduct of Business
- Debt Replacement Agreement
- Definitions
- Description of VoiceStream Holdings Capital Stock
- Dissenters' Rights of Appraisal
- Effect of the Merger on the Stock of the Constituent Corporations; Surrender of Certificates
- Effect of the Mergers on Securities of Voicestream, Omnipoint and the Merger Subsidiaries
- Election Procedure; Exchange of Certificates
- Employee Benefit Plans Agreement
- Employee Benefit Plans Separation Agreement
- Employment Agreements
- Exchange Agreement
- Exchange of Omnipoint Common Stock for a Combination of VoiceStream Holdings Common Stock and Cash
- Executive Compensation
- Executive Officers and Directors
- Experts
- Fee Arrangements with Donaldson, Lufkin & Jenrette
- Fee Arrangements with Lehman Brothers and Allen & Co
- Fee Arrangements with Wasserstein Perella
- Fee Arrangement with Goldman Sachs
- Financial Information
- Formation of Holding Company and Subsidiaries
- General Provisions
- Governmental Regulation
- Hutchison
- Hutchison Investments
- Hutchison Standstill Agreement
- Indemnification and Insurance
- Insurance Cost Sharing Agreement
- Intercompany Agreement
- Interests of Certain Persons in the Aerial Reorganization
- Interests of Certain Persons in the Omnipoint Reorganization
- Investments, The
- Litigation
- Material United States Federal Income Tax Consequences of the Aerial Reorganization
- Material United States Federal Income Tax Consequences of the Omnipoint Reorganization
- Mergers; Closing, The
- Miscellaneous
- Omnipoint
- Omnipoint Affiliated Persons
- Omnipoint Disclosure Schedule
- Omnipoint Fairness Opinion
- Omnipoint Record Date; Quorum; Vote Required
- Omnipoint Reorganization Agreement, The
- Omnipoint Reorganization, The
- Operating Markets
- Operation of Wireless Communications Systems
- Opinions from Legal Counsel
- Ownership of Voicestream Holdings Following Either or Both Reorganizations
- Questions and Answers About the Proposed Reorganizations
- Recommendations of the Aerial Board; Reasons for the Aerial Reorganization
- Recommendations of the Aerial Special Committee
- Recommendations of the Omnipoint Board; Reasons for the Omnipoint Reorganization
- Recommendations of the VoiceStream Board; Reasons for the Aerial Reorganization
- Recommendations of the VoiceStream Board; Reasons for the Omnipoint Reorganization
- Registration Rights Agreement
- Reorganizations, The
- Reorganization, The
- Representations and Warranties of Omnipoint
- Representations and Warranties of Parent and Sub
- Representations and Warranties of the Company
- Representations and Warranties of Voicestream and Holding Company
- Revolving Credit Agreement
- Risk Factors
- Section 10.1 Termination
- Section 10.2 Effect of Termination
- Section 10.3 Fees and Expenses
- Section 1.0 The Reorganization
- Section 11.10 Entire Agreement; No Third Party Beneficiaries
- Section 11.11 Captions
- Section 11.12 Severability
- Section 11.13 Specific Performance
- Section 11.14 Schedules
- Section 11.1 Notices
- Section 11.2 Reliance on Representations
- Section 11.3 Survival of Representations and Warranties
- Section 11.4 Amendments; No Waivers
- Section 11.5 Successors and Assigns
- Section 11.6 Governing Law
- Section 11.7 Jurisdiction
- Section 11.8 Waiver of Jury Trial
- Section 11.9 Counterparts; Effectiveness
- Section 1.1 Definitions
- Section 1.1 The Merger
- Section 1.2 Closing
- Section 1.3 Effective Time
- Section 1.4 Effects of the Merger
- Section 2.1A The Mergers
- Section 2.1 Effect on Stock
- Section 2.1 Organization of Holding Company
- Section 2.2A Directors
- Section 2.2 Directors and Officers of Holding Company
- Section 2.2 Surrender of Certificates
- Section 2.3A Certificate of Incorporation and Bylaws
- Section 2.3 Organization of Merger Subsidiaries
- Section 2.4 Actions of Directors and Officers
- Section 2.4A Officers
- Section 2.5 Actions of Holding Company
- Section 3.10 Tax Matters
- Section 3.11 Liabilities
- Section 3.12 Benefit Plans; Employees and Employment Practices
- Section 3.13 Litigation
- Section 3.14 Environmental Matters
- Section 3.15 Section 203 of DGCL
- Section 3.16 Intellectual Property
- Section 3.17 Opinion of Financial Advisor
- Section 3.18 Brokers
- Section 3.19 Tax Status
- Section 3.1 Conversion of Merger Subsidiaries Stock
- Section 3.1 Organization
- Section 3.20 Contracts
- Section 3.21 Vote Required
- Section 3.22 Transactions with Affiliates
- Section 3.2 Cancellation of Holding Company Capital Stock
- Section 3.2 Subsidiaries
- Section 3.3 Capital Structure
- Section 3.3 Conversion of Common Stock
- Section 3.4 Authority
- Section 3.4 Surrender and Payment
- Section 3.5 Consents and Approvals; No Violations
- Section 3.5 Dissenting Shares
- Section 3.6 Options, Warrants and Preferred Stock
- Section 3.6 SEC Documents and Other Reports
- Section 3.7 Absence of Material Adverse Change
- Section 3.7 Fractional Shares
- Section 3.8 Information Supplied
- Section 3.8 Withholding Rights
- Section 3.9 Lost Certificates
- Section 3.9 Permits; Compliance with Laws
- Section 4.10 Absence of Certain Changes
- Section 4.10 Tax Matters
- Section 4.11 Liabilities
- Section 4.11 No Undisclosed Material Liabilities
- Section 4.12 Compliance with Laws and Court Orders
- Section 4.12 Litigation
- Section 4.13 Litigation
- Section 4.13 State Takeover Statutes
- Section 4.14 Brokers
- Section 4.14 Finders' Fees
- Section 4.15 Opinion of Financial Advisor
- Section 4.15 Tax Status
- Section 4.16 Interim Operations of Sub
- Section 4.16 Taxes
- Section 4.17 Tax Opinions
- Section 4.17 Vote Required
- Section 4.18 Employee Benefit Plans and Labor Matters
- Section 4.18 Transactions with Affiliates
- Section 4.19 Environmental Matters
- Section 4.19 Opinion of Goldman, Sachs & Co
- Section 4.1 Corporate Existence and Power
- Section 4.1 Organization
- Section 4.20 Intellectual Property
- Section 4.21 Contracts
- Section 4.22 Significant Omnipoint Employees
- Section 4.23 Employment Matters
- Section 4.24 Labor
- Section 4.25 Vote Required
- Section 4.26 Antitakeover Statutes and Charter Provisions
- Section 4.27 Insurance
- Section 4.28 Bank Accounts
- Section 4.29 Transactions with Affiliates
- Section 4.2 Corporate Authorization
- Section 4.2 Ownership of Merger Subs
- Section 4.3 Capital Structure
- Section 4.3 Governmental Authorization
- Section 4.4 Authority
- Section 4.4 FCC Matters
- Section 4.5 Consents and Approvals; No Violations
- Section 4.5 Non-contravention
- Section 4.6 Capitalization
- Section 4.6 SEC Documents and Other Reports
- Section 4.7 Absence of Material Adverse Change
- Section 4.7 Subsidiaries; Investments
- Section 4.8 Information Supplied
- Section 4.8 SEC Filings
- Section 4.9 Financial Statements
- Section 4.9 Permits; Compliance with Laws
- Section 5.10 Absence of Certain Changes
- Section 5.11 No Undisclosed Material Liabilities
- Section 5.12 Compliance with Laws and Court Orders
- Section 5.13 Litigation
- Section 5.14 Finders' Fees
- Section 5.15 Opinion of Financial Advisor
- Section 5.16 Taxes
- Section 5.17 Tax Opinions
- Section 5.18 Employee Benefit Plans and Labor Matters
- Section 5.19 Environmental Matters
- Section 5.1 Corporate Existence and Power
- Section 5.20 Intellectual Property
- Section 5.21 Contracts
- Section 5.22 VoiceStream Employees
- Section 5.23 Employment Matters
- Section 5.24 Labor
- Section 5.26 Vote Required
- Section 5.27 Insurance
- Section 5.28 Bank Accounts
- Section 5.29 Transactions with Affiliates
- Section 5.2 Conduct of Business by Parent Pending the Reorganization
- Section 5.2 Corporate Authorization
- Section 5.30 Not an Interested Stockholder
- Section 5.31 Representations with Respect to Holding Company
- Section 5.3 Governmental Authorization
- Section 5.3 No Solicitation
- Section 5.4 FCC Matters
- Section 5.4 Third Party Standstill Agreements
- Section 5.5 Non-contravention
- Section 5.6 Capitalization
- Section 5.6 Tax Status
- Section 5.7 Subsidiaries; Investments
- Section 5.8 SEC Filings
- Section 5.9 Financial Statements
- Section 6.10 Public Announcements
- Section 6.11 Real Estate Transfer Tax
- Section 6.12 State Takeover Laws
- Section 6.13 Indemnification; Directors and Officers Insurance
- Section 6.14 Best Efforts
- Section 6.15 Certain Litigation
- Section 6.16 Transition Services Agreement
- Section 6.17 Registration Rights Agreement
- Section 6.18 Investor Claim
- Section 6.19 Intercompany Service Agreements
- Section 6.1 Employee Benefits
- Section 6.1 Omnipoint Interim Operations
- Section 6.20 Revolving Credit Agreement
- Section 6.21 Series A and B Notes
- Section 6.22 Nokia Credit Agreement
- Section 6.23 Intercompany Accounts
- Section 6.24 Tax Allocation Agreement and Tax Settlement Agreement
- Section 6.25 Parent Stockholder Voting Agreement
- Section 6.26 Agreements Regarding Taxes
- Section 6.2 No Solicitation
- Section 6.2 Options; Restricted Stock Awards
- Section 6.3 Access to Information
- Section 6.3 Company Stockholders Meeting
- Section 6.5 Comfort Letters
- Section 6.6 Access to Information
- Section 6.7 Compliance with the Securities Act
- Section 6.8 Stock Exchange Listings
- Section 6.9 Fees and Expenses
- Section 7.1 VoiceStream Interim Operations
- Section 7.2 Director and Officer Liability
- Section 7.3 Listing of Stock
- Section 7.4 Holding Company Board of Directors
- Section 7.5 Employee Matters
- Section 7.6 Access to Information
- Section 7.7 Covenants with Respect to Holding Company
- Section 7.8 Registration Rights
- Section 8.1 Best Efforts
- Section 8.1 Termination
- Section 8.2 Effect of Termination
- Section 8.2 Registration Statement and Proxy Statement
- Section 8.3 Amendment
- Section 8.3 Public Announcements
- Section 8.4 Extension; Waiver
- Section 8.4 Further Assurances
- Section 8.5 Notices of Certain Events
- Section 8.6 Tax-free Treatment
- Section 8.7 Affiliates
- Section 8.8 Stockholders' Meeting
- Section 8.9 Conduct of Business by Holding Company and the Merger Subsidiaries Pending the Mergers
- Section 9.10 Obligations of Subsidiaries
- Section 9.11 Reliance on Representations
- Section 9.1 Conditions to the Obligations of Each Party
- Section 9.2 Conditions to the Obligations of VoiceStream
- Section 9.2 Notices
- Section 9.3 Conditions to the Obligations of Omnipoint
- Section 9.3 Interpretation; Definitions
- Section 9.4 Counterparts
- Section 9.5 Entire Agreement; No Third-Party Beneficiaries
- Section 9.6 Governing Law
- Section 9.7 Assignment
- Section 9.8 Severability
- Section 9.9 Enforcement of this Agreement
- Selected Historical and Unaudited Pro Forma Financial Data
- September 17, 1999
- Solicitation of Proxies
- Sonera Indemnity
- Sonera Settlement Agreement and Release
- Special Meetings, The
- Stock
- Stockholder Meetings
- Structure of the Reorganizations and Ownership of Voicestream Holdings
- Summary
- Table of Contents
- Tax Allocation Agreement
- Tax Indemnification
- Termination
- Termination and Amendment
- The Aerial Reorganization
- The Aerial Reorganization Agreement
- The Business of VoiceStream Holdings After the Reorganizations
- The Companies
- The Investments
- The Mergers; Closing
- The Omnipoint Reorganization
- The Omnipoint Reorganization Agreement
- The Reorganization
- The Reorganizations
- The Special Meetings
- Timing of Closing
- Transaction Costs
- Transition Services Agreement
- Unaudited Pro Forma Condensed Combined Financial Statements
- VoiceStream
- VoiceStream Affiliated Persons
- VoiceStream Disclosure Schedule
- VoiceStream Fairness Opinion
- VoiceStream Holdings
- VoiceStream Holdings Voting Agreement
- Voicestream Omnipoint
- VoiceStream Record Date; Quorum; Vote Required
- Where You Can Find More Information
- $230 Million Sonera Investment
- $420 Million TDS Debt Replacement
- $500 million Sonera Investment
- $500 Million Sonera Investment in VoiceStream Holdings
|
1 | 1st Page - Filing Submission
|
7 | Table of Contents
|
9 | Questions and Answers About the Proposed Reorganizations
|
14 | Summary
|
" | The Companies
|
" | The Reorganizations
|
16 | Comparative Per Share Market Price and Dividend Information
|
" | The Omnipoint Reorganization
|
17 | Conditions to the Omnipoint Reorganization
|
20 | The Aerial Reorganization
|
23 | The Investments
|
" | Hutchison Investments
|
24 | Dissenters' Rights of Appraisal
|
25 | Selected Historical and Unaudited Pro Forma Financial Data
|
31 | Risk Factors
|
39 | Structure of the Reorganizations and Ownership of Voicestream Holdings
|
" | VoiceStream Holdings
|
41 | Ownership of Voicestream Holdings Following Either or Both Reorganizations
|
43 | The Omnipoint Reorganization Agreement
|
45 | Election Procedure; Exchange of Certificates
|
47 | Covenants of Voicestream and Omnipoint
|
53 | Background of the Omnipoint Reorganization
|
56 | Recommendations of the VoiceStream Board; Reasons for the Omnipoint Reorganization
|
58 | VoiceStream Fairness Opinion
|
62 | Voicestream Omnipoint
|
65 | Fee Arrangement with Goldman Sachs
|
" | Recommendations of the Omnipoint Board; Reasons for the Omnipoint Reorganization
|
67 | VoiceStream
|
" | Omnipoint Fairness Opinion
|
76 | Fee Arrangements with Lehman Brothers and Allen & Co
|
77 | Agreement to Vote in Favor of the Omnipoint Reorganization
|
" | Timing of Closing
|
" | Accounting Treatment
|
" | Transaction Costs
|
78 | Cook Inlet Transactions
|
80 | Hutchison Standstill Agreement
|
" | $500 Million Sonera Investment in VoiceStream Holdings
|
81 | Material United States Federal Income Tax Consequences of the Omnipoint Reorganization
|
82 | Consequences of the Omnipoint Merger
|
84 | Exchange of Omnipoint Common Stock for a Combination of VoiceStream Holdings Common Stock and Cash
|
85 | Cash In Lieu of Fractional Shares
|
88 | Consequences of the Omnipoint Reorganization Under VoiceStream's Tax Sharing Agreement
|
" | Background
|
91 | Interests of Certain Persons in the Omnipoint Reorganization
|
" | VoiceStream Affiliated Persons
|
" | Hutchison
|
" | Indemnification and Insurance
|
92 | Omnipoint Affiliated Persons
|
94 | Miscellaneous
|
95 | The Aerial Reorganization Agreement
|
97 | Stock
|
102 | Stockholder Meetings
|
103 | Tax Indemnification
|
108 | Background of the Aerial Reorganization
|
110 | Background of Events Leading to Aerial Reorganization
|
124 | Background of Events Relating to Sonera
|
126 | Recommendations of the VoiceStream Board; Reasons for the Aerial Reorganization
|
134 | Recommendations of the Aerial Board; Reasons for the Aerial Reorganization
|
138 | Aerial Fairness Opinion
|
144 | Fee Arrangements with Donaldson, Lufkin & Jenrette
|
145 | Recommendations of the Aerial Special Committee
|
147 | Aerial Special Committee Fairness Opinion
|
159 | Fee Arrangements with Wasserstein Perella
|
" | Agreements Relating to the Aerial Reorganization
|
160 | Debt Replacement Agreement
|
161 | Amended and Restated Credit Agreement
|
162 | Sonera Indemnity
|
163 | Sonera Settlement Agreement and Release
|
164 | Litigation
|
165 | Material United States Federal Income Tax Consequences of the Aerial Reorganization
|
167 | Consequences of the Aerial Reorganization under VoiceStream's Tax Sharing Agreement
|
" | Interests of Certain Persons in the Aerial Reorganization
|
172 | Arrangements and Transactions between TDS and Aerial
|
173 | Employee Benefit Plans Separation Agreement
|
" | Transition Services Agreement
|
" | Tax Allocation Agreement
|
174 | Intercompany Agreement
|
175 | Cash Management Agreement
|
" | Insurance Cost Sharing Agreement
|
" | Employee Benefit Plans Agreement
|
" | Exchange Agreement
|
" | Registration Rights Agreement
|
176 | Revolving Credit Agreement
|
177 | VoiceStream Holdings Voting Agreement
|
179 | $500 million Sonera Investment
|
180 | $230 Million Sonera Investment
|
" | $420 Million TDS Debt Replacement
|
181 | Financial Information
|
" | Unaudited Pro Forma Condensed Combined Financial Statements
|
182 | Omnipoint
|
185 | Aerial
|
199 | The Special Meetings
|
" | VoiceStream Record Date; Quorum; Vote Required
|
200 | Omnipoint Record Date; Quorum; Vote Required
|
" | Aerial Record Date; Quorum; Vote Required
|
201 | Agreements to Vote in Favor of the Aerial Reorganization
|
202 | Solicitation of Proxies
|
209 | Business of VoiceStream Holdings
|
" | Background -- The Wireless Communications Industry
|
210 | Operation of Wireless Communications Systems
|
211 | The Business of VoiceStream Holdings After the Reorganizations
|
" | Operating Markets
|
235 | Governmental Regulation
|
243 | Executive Officers and Directors
|
248 | Executive Compensation
|
251 | Employment Agreements
|
258 | Business of VoiceStream, Omnipoint and Aerial
|
259 | Certain Legal Information
|
" | Description of VoiceStream Holdings Capital Stock
|
260 | Comparison of Stockholder Rights
|
280 | Opinions from Legal Counsel
|
" | Experts
|
281 | Where You Can Find More Information
|
288 | Omnipoint Disclosure Schedule
|
" | VoiceStream Disclosure Schedule
|
289 | Article 1
|
" | Definitions
|
" | Section 1.1 Definitions
|
297 | Article 2
|
" | Formation of Holding Company and Subsidiaries
|
" | Section 2.1 Organization of Holding Company
|
" | Section 2.2 Directors and Officers of Holding Company
|
" | Section 2.3 Organization of Merger Subsidiaries
|
298 | Section 2.4 Actions of Directors and Officers
|
" | Section 2.5 Actions of Holding Company
|
" | Article 2A
|
" | The Mergers; Closing
|
" | Section 2.1A The Mergers
|
299 | Section 2.2A Directors
|
" | Section 2.3A Certificate of Incorporation and Bylaws
|
" | Section 2.4A Officers
|
" | Article 3
|
" | Effect of the Mergers on Securities of Voicestream, Omnipoint and the Merger Subsidiaries
|
" | Section 3.1 Conversion of Merger Subsidiaries Stock
|
300 | Section 3.2 Cancellation of Holding Company Capital Stock
|
" | Section 3.3 Conversion of Common Stock
|
302 | Section 3.4 Surrender and Payment
|
304 | Section 3.5 Dissenting Shares
|
" | Section 3.6 Options, Warrants and Preferred Stock
|
306 | Section 3.7 Fractional Shares
|
" | Section 3.8 Withholding Rights
|
" | Section 3.9 Lost Certificates
|
" | Article 4
|
" | Representations and Warranties of Omnipoint
|
" | Section 4.1 Corporate Existence and Power
|
307 | Section 4.2 Corporate Authorization
|
" | Section 4.3 Governmental Authorization
|
" | Section 4.4 FCC Matters
|
308 | Section 4.5 Non-contravention
|
" | Section 4.6 Capitalization
|
309 | Section 4.7 Subsidiaries; Investments
|
310 | Section 4.8 SEC Filings
|
311 | Section 4.9 Financial Statements
|
" | Section 4.10 Absence of Certain Changes
|
" | Section 4.11 No Undisclosed Material Liabilities
|
" | Section 4.12 Compliance with Laws and Court Orders
|
" | Section 4.13 Litigation
|
" | Section 4.14 Finders' Fees
|
312 | Section 4.15 Opinion of Financial Advisor
|
" | Section 4.16 Taxes
|
" | Section 4.17 Tax Opinions
|
313 | Section 4.18 Employee Benefit Plans and Labor Matters
|
314 | Section 4.19 Environmental Matters
|
" | Section 4.20 Intellectual Property
|
315 | Section 4.21 Contracts
|
" | Section 4.22 Significant Omnipoint Employees
|
316 | Section 4.23 Employment Matters
|
" | Section 4.24 Labor
|
" | Section 4.25 Vote Required
|
" | Section 4.26 Antitakeover Statutes and Charter Provisions
|
" | Section 4.27 Insurance
|
" | Section 4.28 Bank Accounts
|
317 | Section 4.29 Transactions with Affiliates
|
" | Article 5
|
" | Representations and Warranties of Voicestream and Holding Company
|
" | Section 5.1 Corporate Existence and Power
|
" | Section 5.2 Corporate Authorization
|
318 | Section 5.3 Governmental Authorization
|
" | Section 5.4 FCC Matters
|
319 | Section 5.5 Non-contravention
|
" | Section 5.6 Capitalization
|
320 | Section 5.7 Subsidiaries; Investments
|
321 | Section 5.8 SEC Filings
|
" | Section 5.9 Financial Statements
|
" | Section 5.10 Absence of Certain Changes
|
" | Section 5.11 No Undisclosed Material Liabilities
|
322 | Section 5.12 Compliance with Laws and Court Orders
|
" | Section 5.13 Litigation
|
" | Section 5.14 Finders' Fees
|
" | Section 5.15 Opinion of Financial Advisor
|
" | Section 5.16 Taxes
|
323 | Section 5.17 Tax Opinions
|
" | Section 5.18 Employee Benefit Plans and Labor Matters
|
324 | Section 5.19 Environmental Matters
|
325 | Section 5.20 Intellectual Property
|
" | Section 5.21 Contracts
|
" | Section 5.22 VoiceStream Employees
|
326 | Section 5.23 Employment Matters
|
" | Section 5.24 Labor
|
327 | Section 5.26 Vote Required
|
" | Section 5.27 Insurance
|
" | Section 5.28 Bank Accounts
|
" | Section 5.29 Transactions with Affiliates
|
" | Section 5.30 Not an Interested Stockholder
|
" | Section 5.31 Representations with Respect to Holding Company
|
328 | Article 6
|
" | Covenants of Omnipoint
|
" | Section 6.1 Omnipoint Interim Operations
|
330 | Section 6.2 No Solicitation
|
331 | Section 6.3 Access to Information
|
332 | Article 7
|
" | Covenants of Voicestream and Holding Company
|
" | Section 7.1 VoiceStream Interim Operations
|
" | Section 7.2 Director and Officer Liability
|
333 | Section 7.3 Listing of Stock
|
" | Section 7.4 Holding Company Board of Directors
|
" | Section 7.5 Employee Matters
|
334 | Section 7.6 Access to Information
|
" | Section 7.7 Covenants with Respect to Holding Company
|
335 | Section 7.8 Registration Rights
|
" | Article 8
|
" | Section 8.1 Best Efforts
|
337 | Section 8.2 Registration Statement and Proxy Statement
|
338 | Section 8.3 Public Announcements
|
" | Section 8.4 Further Assurances
|
" | Section 8.5 Notices of Certain Events
|
" | Section 8.6 Tax-free Treatment
|
339 | Section 8.7 Affiliates
|
" | Section 8.8 Stockholders' Meeting
|
" | Section 8.9 Conduct of Business by Holding Company and the Merger Subsidiaries Pending the Mergers
|
340 | Article 9
|
" | Conditions to the Merger
|
" | Section 9.1 Conditions to the Obligations of Each Party
|
341 | Section 9.2 Conditions to the Obligations of VoiceStream
|
" | Section 9.3 Conditions to the Obligations of Omnipoint
|
342 | Article 10
|
" | Termination
|
" | Section 10.1 Termination
|
344 | Section 10.2 Effect of Termination
|
" | Section 10.3 Fees and Expenses
|
345 | Article 11
|
" | Section 11.1 Notices
|
" | Section 11.2 Reliance on Representations
|
" | Section 11.3 Survival of Representations and Warranties
|
346 | Section 11.4 Amendments; No Waivers
|
" | Section 11.5 Successors and Assigns
|
" | Section 11.6 Governing Law
|
" | Section 11.7 Jurisdiction
|
" | Section 11.8 Waiver of Jury Trial
|
" | Section 11.9 Counterparts; Effectiveness
|
" | Section 11.10 Entire Agreement; No Third Party Beneficiaries
|
347 | Section 11.11 Captions
|
" | Section 11.12 Severability
|
" | Section 11.13 Specific Performance
|
" | Section 11.14 Schedules
|
360 | Article I
|
" | The Reorganization
|
" | Section 1.0 The Reorganization
|
361 | Section 1.1 The Merger
|
" | Section 1.2 Closing
|
" | Section 1.3 Effective Time
|
362 | Section 1.4 Effects of the Merger
|
" | Article II
|
" | Effect of the Merger on the Stock of the Constituent Corporations; Surrender of Certificates
|
" | Section 2.1 Effect on Stock
|
364 | Section 2.2 Surrender of Certificates
|
367 | Article III
|
" | Representations and Warranties of the Company
|
" | Section 3.1 Organization
|
" | Section 3.2 Subsidiaries
|
" | Section 3.3 Capital Structure
|
368 | Section 3.4 Authority
|
" | Section 3.5 Consents and Approvals; No Violations
|
369 | Section 3.6 SEC Documents and Other Reports
|
" | Section 3.7 Absence of Material Adverse Change
|
370 | Section 3.8 Information Supplied
|
" | Section 3.9 Permits; Compliance with Laws
|
371 | Section 3.10 Tax Matters
|
372 | Section 3.11 Liabilities
|
" | Section 3.12 Benefit Plans; Employees and Employment Practices
|
374 | Section 3.13 Litigation
|
" | Section 3.14 Environmental Matters
|
375 | Section 3.15 Section 203 of DGCL
|
" | Section 3.16 Intellectual Property
|
376 | Section 3.17 Opinion of Financial Advisor
|
" | Section 3.18 Brokers
|
" | Section 3.19 Tax Status
|
" | Section 3.20 Contracts
|
377 | Section 3.21 Vote Required
|
" | Section 3.22 Transactions with Affiliates
|
" | Article IV
|
" | Representations and Warranties of Parent and Sub
|
" | Section 4.1 Organization
|
" | Section 4.2 Ownership of Merger Subs
|
" | Section 4.3 Capital Structure
|
378 | Section 4.4 Authority
|
" | Section 4.5 Consents and Approvals; No Violations
|
379 | Section 4.6 SEC Documents and Other Reports
|
" | Section 4.7 Absence of Material Adverse Change
|
380 | Section 4.8 Information Supplied
|
" | Section 4.9 Permits; Compliance with Laws
|
381 | Section 4.10 Tax Matters
|
" | Section 4.11 Liabilities
|
382 | Section 4.12 Litigation
|
" | Section 4.13 State Takeover Statutes
|
" | Section 4.14 Brokers
|
" | Section 4.15 Tax Status
|
" | Section 4.16 Interim Operations of Sub
|
" | Section 4.17 Vote Required
|
" | Section 4.18 Transactions with Affiliates
|
" | Section 4.19 Opinion of Goldman, Sachs & Co
|
383 | Article V
|
" | Covenants Relating to Conduct of Business
|
384 | Section 5.2 Conduct of Business by Parent Pending the Reorganization
|
385 | Section 5.3 No Solicitation
|
386 | Section 5.4 Third Party Standstill Agreements
|
" | Section 5.6 Tax Status
|
" | Article VI
|
" | Additional Agreements
|
" | Section 6.1 Employee Benefits
|
388 | Section 6.2 Options; Restricted Stock Awards
|
" | Section 6.3 Company Stockholders Meeting
|
390 | Section 6.5 Comfort Letters
|
" | Section 6.6 Access to Information
|
" | Section 6.7 Compliance with the Securities Act
|
391 | Section 6.8 Stock Exchange Listings
|
" | Section 6.9 Fees and Expenses
|
" | Section 6.10 Public Announcements
|
" | Section 6.11 Real Estate Transfer Tax
|
" | Section 6.12 State Takeover Laws
|
392 | Section 6.13 Indemnification; Directors and Officers Insurance
|
393 | Section 6.14 Best Efforts
|
394 | Section 6.15 Certain Litigation
|
" | Section 6.16 Transition Services Agreement
|
" | Section 6.17 Registration Rights Agreement
|
395 | Section 6.18 Investor Claim
|
" | Section 6.19 Intercompany Service Agreements
|
" | Section 6.20 Revolving Credit Agreement
|
" | Section 6.21 Series A and B Notes
|
396 | Section 6.22 Nokia Credit Agreement
|
" | Section 6.23 Intercompany Accounts
|
" | Section 6.24 Tax Allocation Agreement and Tax Settlement Agreement
|
" | Section 6.25 Parent Stockholder Voting Agreement
|
" | Section 6.26 Agreements Regarding Taxes
|
399 | Article VII
|
" | Conditions Precedent
|
404 | Article VIII
|
" | Termination and Amendment
|
" | Section 8.1 Termination
|
405 | Section 8.2 Effect of Termination
|
" | Section 8.3 Amendment
|
" | Section 8.4 Extension; Waiver
|
" | Article IX
|
" | General Provisions
|
" | Section 9.2 Notices
|
406 | Section 9.3 Interpretation; Definitions
|
415 | Section 9.4 Counterparts
|
" | Section 9.5 Entire Agreement; No Third-Party Beneficiaries
|
416 | Section 9.6 Governing Law
|
" | Section 9.7 Assignment
|
" | Section 9.8 Severability
|
" | Section 9.9 Enforcement of this Agreement
|
" | Section 9.10 Obligations of Subsidiaries
|
" | Section 9.11 Reliance on Representations
|
418 | September 17, 1999
|