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Nextel Partners Shareholders Vote ''Yes'' to Exercise Put Right, Require Purchase by Sprint Nextel; Price to be Determined by Appraisal Process Established by Company Charter.


KIRKLAND, Wash. -- At a special meeting held today, shareholders of Nextel Partners, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: NXTP) Class A common stock voted overwhelmingly in support of exercising the put right provided in the company's certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. . The vote now requires Nextel WIP WIP Work In Progress
WIP Work in Process
WIP World Internet Project
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 Corp., a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of Nextel Communications, which in turn is a wholly owned subsidiary of Sprint Nextel, to purchase all outstanding shares of Nextel Partners' Class A common stock at a Fair Market Value to be determined under an appraisal process. More than 85% of the company's Class A shares voted at the meeting, and of the voted shares, 99.9% voted in favor of the put right.

"We are pleased with the unprecedented backing of our shareholders who have voted virtually unanimously to exercise the put right, in agreement with the recommendation of the special committee," said John Chapple, Chairman, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  and President of Nextel Partners. "As we proceed with completing the put process, our number one priority remains squarely on striving for 100 percent customer satisfaction and continuing to deliver industry leading financial metrics."

The company's charter requires that each company select an appraiser A person selected or appointed by a competent authority or an interested party to evaluate the financial worth of property.

Appraisers are frequently appointed in probate and condemnation proceedings and are also used by banks and real estate concerns to determine the market
 within the next 20 days to determine the fair market value for Nextel Partners' Class A shares as defined in Section 5.7 of the Company Restated Certificate of Incorporation. Nextel Partners has designated Morgan Stanley as its appraiser. If the two appraisals differ by more than 10 percent, a third appraiser will also deliver a valuation. The put process outlined in the charter provides for that valuation to be determined within 110 days from the shareholder vote.

"Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995

A number of the matters and subject areas discussed in this press release that are not historical or current facts deal with potential future circumstances and developments, including without limitation, matters related to Nextel Partners' growth strategies and future financial and operating results. The words "believe," "expect," "intend," "estimate," "assume" and "anticipate," variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from Nextel Partners' actual future experience involving any one or more of such matters and subject areas. Nextel Partners has attempted to identify, in context, certain of the factors that it currently believes may cause actual future experience and results to differ from Nextel Partners' current expectations regarding the relevant matter or subject area. Such risks and uncertainties include the economic conditions in our targeted markets, performance of our technologies, competitive conditions, customer acceptance of our services, access to sufficient capital to meet operating and financing needs and those additional factors that are described from time to time in Nextel Partners' reports filed with the SEC, including Nextel Partners' annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2004, its quarterly filings on Form 10-Q Form 10-Q

See 10-Q.
, and its recently filed proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
. Such risks and uncertainties include risks relating to the Nextel Communications-Sprint merger. With the closing of that merger, Nextel Communications may alter its business focus and may have conflicts of interest with Nextel Partners that would not exist in the absence of the merger. Nextel Partners cannot predict the effect on the company of changes resulting from the merger or the timing of any potential impact, which may be materially adverse. Because of the substantial uncertainty around these developments and the fact that they are outside the control of Nextel Partners, none of the forward-looking statements herein gives effect to any potential impact of these events. Sprint Nextel and Nextel Communications have already disclosed plans that Nextel Partners believes are in violation of the joint venture agreements between Nextel Partners and Nextel Communications. Nextel Partners has commenced legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies.  against Nextel Communications in connection with these plans. While an arbitration panel arbitration panel

A group of individuals charged with resolving a dispute between individuals and/or organizations. Arbitration panels to resolve investment disputes are sponsored by self-regulatory organizations such as NASD.
 in these proceedings denied Nextel Partners' request for a preliminary injunction A temporary order made by a court at the request of one party that prevents the other party from pursuing a particular course of conduct until the conclusion of a trial on the merits.

A preliminary injunction is regarded as extraordinary relief.
 to prevent Nextel Communications' use of the new Sprint-Nextel brand, the panel found that Nextel Partners was likely to prevail on the claim that the use of the new Sprint-Nextel brand by Nextel Communications' operating subsidiaries, without making the new brand available to Nextel Partners, violates the non-discrimination provisions of the joint venture agreement. We cannot predict the timing or the outcome of any future proceedings. Forward-looking statements contained herein assume that Nextel Communications, and the combined Sprint-Nextel Communications, fully comply with their obligations to Nextel Partners under these agreements in the future. This press release speaks only as of its date, and Nextel Partners disclaims any duty to update the information herein.

About Nextel Partners

Nextel Partners, Inc., (Nasdaq: NXTP), a FORTUNE 1000 company based in Kirkland, Wash., has exclusive rights to offer the same fully integrated, digital wireless communications services offered by Nextel Communications (Nextel) in mid-sized and rural markets in 31 states where approximately 54 million people reside. Nextel Partners and Nextel together offer the largest guaranteed all-digital wireless network in the country serving 297 of the top 300 U.S. markets. To learn more about Nextel Partners, visit www.nextelpartners.com.
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Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 24, 2005
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