AT&T Shareholder Vote. Assuming the receipt of the affirmative vote of the holders of a majority of the outstanding shares of AT&T Common Stock (the "AT&T Shareholders' Approval"), which the parties acknowledge is a condition to the obligations of the parties to effect the Separation, Distribution and Mergers, no other vote of the holders of any class or series of capital stock of AT&T will be necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Distribution. The only vote of the holders of any class or series of capital stock of any AT&T Subsidiary necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the AT&T Broadband Merger, is the affirmative vote of the holders of a majority of the outstanding shares of AT&T Broadband Common Stock, which vote has previously been obtained.
AT&T Shareholder Vote. Assuming the receipt of (i) the affirmative vote of the holders of a majority of the outstanding shares of AT&T Common Stock in favor of this Agreement and the transactions contemplated hereby (the "AT&T Transaction Approval") and (ii) the affirmative vote of the holders of a majority of the votes cast by the holders of AT&T Common Stock in favor of approval of the Parent Charter to be implemented at the Effective Time, including its corporate governance provisions (the "AT&T Parent Charter Approval" and together with the AT&T Transaction Approval, the "AT&T Shareholders' Approvals"), which the parties acknowledge are conditions to the obligations of the parties to effect the Separation, Distribution and Mergers, no other vote of the holders of any class or series of capital stock of AT&T will be necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Distribution, or the Parent Charter to be implemented at the Effective Time, including its corporate governance provisions. The only vote of the holders of any class or series of capital stock of any AT&T Subsidiary necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the AT&T Broadband Merger, or the Parent Charter to be implemented at the Effective Time, including its corporate governance provisions, is the affirmative vote of the holders of a majority of the outstanding shares of AT&T Broadband Common Stock, which vote has previously been obtained.
