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Exhibit 3.1.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TELECORP PCS, INC.
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ARTICLE I
The name of the Corporation is TeleCorp PCS, Inc.
ARTICLE II
The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, DE 19801, in the County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation 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.
Without limiting in any manner the scope and generality of the foregoing,
it is hereby provided that the Corporation shall have the following purposes,
objects and powers:
A. To develop, own and operate telecommunications networks.
B. To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
C. To do any and all things necessary, suitable or proper for the
accomplishment or attainment of any of the purposes, objects or powers
hereinbefore set forth, either alone or in association or partnership with other
corporations, partnerships, firms or individuals, and to do
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every other act or acts, and thing or things incidental or appurtenant to or
growing out of or connected with the aforesaid businesses or powers or any part
or parts thereof, provided the same be not inconsistent with the laws under
which the Corporation is organized.
The business or purpose of the Corporation is from time to time to do any
one or more of the acts or things hereinabove set forth, and it shall have the
power to conduct and carry on its said business, or any part thereof, and to
have one or more offices and to exercise any or all the corporate powers and
rights, in the State of Delaware, and in the various other states, territories,
possessions and dependencies of the United States and the District of Columbia,
and in all other or any foreign countries.
The enumeration herein of the objects or purposes of the Corporation shall
be construed as powers as well as objects and purposes and shall not be deemed
to exclude by inference any powers, objects or purposes which the Corporation
has the power to exercise, whether expressly or by force under the laws of the
State of Delaware now or hereafter in effect, or impliedly by the reasonable
construction of said laws.
ARTICLE IV
The total number of shares of stock which this Corporation shall have
authority to issue is 3,000 shares of Common Stock par value $0.01 per share.
Each share of Common Stock of the Corporation shall have one vote for all
corporate purposes, with no cumulative voting rights, and shall have equal
rights on liquidation, corporate dividends and distributions and for all other
corporate purposes.
ARTICLE V
The number of directors of the Corporation shall be fixed and may be
increased or decreased from time to time by the Board of Directors, but in no
case shall the number be less than one nor more than fifteen.
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ARTICLE VI
A director of the Corporation shall not be personally 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 General Corporation Law of
Delaware; or (iv) for any transaction from which the director derived any
improper personal benefit. If the General Corporation Law of Delaware is amended
after the filing of this Certificate of Incorporation to authorize corporate
action eliminating or limiting the personal liability of directors, then the
liability of the directors of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of Delaware, as so
amended.
A director or a former director of the Corporation shall be entitled to
indemnification to the fullest extent provided by the laws of the State of
Delaware as amended from time-to-time.
Any repeal or modification of the foregoing paragraphs by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
ARTICLE VII
Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders, any court of equitable jurisdiction within the State of Delaware
may, on the application in a summary way of this Corporation or of any creditor
or stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of the
General Corporation Law of Delaware, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the General Corporation Law of Delaware order a
meeting of the creditors or class of creditors, and/or of the stockholders of
this Corporation, as the case may be, to be summoned in such manner as said
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court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors and/or of the stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which said application has been made, be
binding on all the creditors or class of creditors and/or on all the
stockholders of this Corporation, as the case may be, and also on this
Corporation.
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