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Exhibit 4.7
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PAC-WEST TELECOMM, INC.
ARTICLE I
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The name of this Corporation is Pac-West Telecomm, Inc.
ARTICLE II
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The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE III
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Section 1. Authorized Shares. The corporation is authorized to issue
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two classes of shares, to be designated common and preferred, respectively. The
corporation is authorized to issues 100,000,000 shares of common stock and
10,000,000 shares of preferred stock.
Section 2. Preferred Shares. The shares of preferred stock may be
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issued in any number of series, as determined by the Board of Directors. The
Board may, by resolution, establish the designation and number of shares of any
such series, and may determine, alter or revoke the rights, preferences and
restrictions pertaining to any wholly unissued series. The Board may
thereafter, by resolution, alter the number of shares of any such series.
ARTICLE IV
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Section 1. Elimination of Director Liability. The liability of
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directors of the Corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
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Section 2. Indemnification. The Corporation is authorized to provide
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indemnification of agents (as defined in Section 317 of the California
Corporations Code) through Bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors, or otherwise, to the fullest extent
permissible under California law.
Section 3. Effect of Amendment. Any amendment, repeal or
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modification of any provision of this Article IV shall not adversely affect any
right or protection of an agent of this Corporation existing at the time of such
amendment, repeal or modification.
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